EX-99.(A)(19) 4 a2163356zex-99_a19.txt EX 99.(A)(19) EXHIBIT (a)(19) MORGAN STANLEY INSTITUTIONAL FUND, INC. CERTIFICATE OF CORRECTION MORGAN STANLEY INSTITUTIONAL FUND, INC., a Maryland corporation (the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation (the "Department") that: FIRST: The title of the document being corrected is Articles of Amendment to the Articles of Amendment and Restatement (the "Articles of Amendment"). SECOND: The Corporation is the only party to the Articles of Amendment. THIRD: The Articles of Amendment were filed with the Department on August 25, 2005 at 4:33 p.m. in Film B00847, at folio 0002. FOURTH: The Articles of Amendment contained typographical errors, errors of transcription or other errors and the Corporation desires to correct such errors by filing this Certificate of Correction. FIFTH: An error appears in Article THIRD of the Articles of Amendment, which reads as follows: THIRD: The Corporation desires to, and does hereby, amend its Articles of Amendment and Restatement as currently in effect (the "Charter") pursuant to Sections 2-601 et seq. of the MGCL to change the name of the portfolio of Common Stock of the Corporation referred to above by deleting from the Charter the existing Article FIFTH, Section 3 in its entirety, and inserting in lieu thereof, the following new Article FIFTH, Section 3: 3. Pursuant to Section 2-105 of the Maryland General Corporation Law, the Board of Directors of the Corporation shall have the power to designate one or more classes of shares of Common Stock, to fix the number of shares in any such class and to classify or reclassify any unissued shares with respect to such class. Any such class (subject to any applicable rule, regulation or order of the Securities and Exchange Commission or other applicable law or regulation) shall have such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, terms or conditions of redemption and other characteristics as the Board may determine in the absence of contrary determination set forth herein. The aforesaid power shall include the power to create, by classifying or reclassifying unissued shares in the aforesaid manner, one or more classes in addition to those initially designated as named below. Subject to such aforesaid power, the Board of Directors has designated the following portfolios of the Corporation and for each has designated two classes of shares of Common Stock with the exception of the Municipal Money Market and the International Small Cap Portfolios. The names of such classes and the number of shares of Common Stock classified and allocated to these classes are as follows:
NUMBER OF SHARES OF COMMON STOCK CLASSIFIED AND NAME OF CLASS ALLOCATED Active International Allocation Portfolio - Class A 500,000,000 shares Active International Allocation Portfolio - Class B 500,000,000 shares China Growth Portfolio - Class A 500,000,000 shares China Growth Portfolio - Class B 500,000,000 shares Emerging Markets Debt Portfolio - Class A 500,000,000 shares Emerging Markets Debt Portfolio - Class B 500,000,000 shares Emerging Markets Portfolio - Class A 500,000,000 shares Emerging Markets Portfolio - Class B 500,000,000 shares Equity Growth Portfolio - Class A 500,000,000 shares Equity Growth Portfolio - Class B 500,000,000 shares Focus Equity Portfolio - Class A 500,000,000 shares Focus Equity Portfolio - Class B 500,000,000 shares Global Franchise Portfolio - Class A 500,000,000 shares Global Franchise Portfolio - Class B 500,000,000 shares Global Value Equity Portfolio - Class A 500,000,000 shares Global Value Equity Portfolio - Class B 500,000,000 shares Gold Portfolio - Class A 500,000,000 shares Gold Portfolio - Class B 500,000,000 shares International Equity Portfolio - Class A 500,000,000 shares International Equity Portfolio - Class B 500,000,000 shares International Magnum Portfolio - Class A 500,000,000 shares International Magnum Portfolio - Class B 500,000,000 shares International Real Estate Portfolio - Class A 500,000,000 shares International Real Estate Portfolio - Class B 500,000,000 shares International Small Cap Portfolio - Class A 1,000,000,000 shares Large Cap Relative Value Portfolio - Class A 500,000,000 shares Large Cap Relative Value Portfolio - Class B 500,000,000 shares Large Cap Value Portfolio - Class A 500,000,000 shares Large Cap Value Portfolio - Class B 500,000,000 shares MicroCap Portfolio - Class A 500,000,000 shares MicroCap Portfolio - Class B 500,000,000 shares Money Market Portfolio - Class A 4,000,000,000 shares Money Market Portfolio - Class B 2,000,000,000 shares Mortgage-Backed Securities Portfolio - Class A 500,000,000 shares Mortgage-Backed Securities Portfolio - Class B 500,000,000 shares
2 Municipal Bond Portfolio - Class A 500,000,000 shares Municipal Bond Portfolio - Class B 500,000,000 shares Municipal Money Market Portfolio - Class A 4,000,000,000 shares Small Company Growth Portfolio - Class A 500,000,000 shares Small Company Growth Portfolio - Class B 500,000,000 shares U.S. Equity Plus Portfolio - Class A 500,000,000 shares U.S. Equity Plus Portfolio - Class B 500,000,000 shares U.S. Real Estate Portfolio - Class A 500,000,000 shares U.S. Real Estate Portfolio - Class B 500,000,000 shares TOTAL 31,000,000,000 SHARES
SIXTH: Article THIRD of the Articles of Amendment, as corrected, reads as follows: THIRD: The Corporation desires to, and does hereby, amend its Articles of Amendment and Restatement as currently in effect (the "Charter") pursuant to Sections 2-601 et seq. of the MGCL to change the name of the portfolio of Common Stock of the Corporation referred to above by deleting from the Charter the existing Article FIFTH, Section 3 in its entirety, and inserting in lieu thereof, the following new Article FIFTH, Section 3: 3. Pursuant to Section 2-105 of the Maryland General Corporation Law, the Board of Directors of the Corporation shall have the power to designate one or more classes of shares of Common Stock, to fix the number of shares in any such class and to classify or reclassify any unissued shares with respect to such class. Any such class (subject to any applicable rule, regulation or order of the Securities and Exchange Commission or other applicable law or regulation) shall have such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, terms or conditions of redemption and other characteristics as the Board may determine in the absence of contrary determination set forth herein. The aforesaid power shall include the power to create, by classifying or reclassifying unissued shares in the aforesaid manner, one or more classes in addition to those initially designated as named below. Subject to such aforesaid power, the Board of Directors has designated the following portfolios of the Corporation and for each has designated two classes of shares of Common Stock with the exception of the Municipal Money Market and the International Small Cap Portfolios. The names of such classes and the number of shares of Common Stock classified and allocated to these classes are as follows: 3
NUMBER OF SHARES OF COMMON STOCK CLASSIFIED AND NAME OF CLASS ALLOCATED Active International Allocation Portfolio - Class A 500,000,000 shares Active International Allocation Portfolio - Class B 500,000,000 shares China Growth Portfolio - Class A 500,000,000 shares China Growth Portfolio - Class B 500,000,000 shares Emerging Markets Debt Portfolio - Class A 500,000,000 shares Emerging Markets Debt Portfolio - Class B 500,000,000 shares Emerging Markets Portfolio - Class A 500,000,000 shares Emerging Markets Portfolio - Class B 500,000,000 shares Equity Growth Portfolio - Class A 500,000,000 shares Equity Growth Portfolio - Class B 500,000,000 shares Focus Equity Portfolio - Class A 500,000,000 shares Focus Equity Portfolio - Class B 500,000,000 shares Global Franchise Portfolio - Class A 500,000,000 shares Global Franchise Portfolio - Class B 500,000,000 shares Global Value Equity Portfolio - Class A 500,000,000 shares Global Value Equity Portfolio - Class B 500,000,000 shares Gold Portfolio - Class A 500,000,000 shares Gold Portfolio - Class B 500,000,000 shares International Equity Portfolio - Class A 500,000,000 shares International Equity Portfolio - Class B 500,000,000 shares International Magnum Portfolio - Class A 500,000,000 shares International Magnum Portfolio - Class B 500,000,000 shares International Real Estate Portfolio - Class A 500,000,000 shares International Real Estate Portfolio - Class B 500,000,000 shares International Small Cap Portfolio - Class A 1,000,000,000 shares Large Cap Value Portfolio - Class A 500,000,000 shares Large Cap Value Portfolio - Class B 500,000,000 shares MicroCap Portfolio - Class A 500,000,000 shares MicroCap Portfolio - Class B 500,000,000 shares Money Market Portfolio - Class A 4,000,000,000 shares Money Market Portfolio - Class B 2,000,000,000 shares Mortgage-Backed Securities Portfolio - Class A 500,000,000 shares Mortgage-Backed Securities Portfolio - Class B 500,000,000 shares Municipal Bond Portfolio - Class A 500,000,000 shares Municipal Bond Portfolio - Class B 500,000,000 shares Municipal Money Market Portfolio - Class A 4,000,000,000 shares Small Company Growth Portfolio - Class A 500,000,000 shares Small Company Growth Portfolio - Class B 500,000,000 shares U.S. Equity Plus Portfolio - Class A 500,000,000 shares U.S. Equity Plus Portfolio - Class B 500,000,000 shares U.S. Real Estate Portfolio - Class A 500,000,000 shares U.S. Real Estate Portfolio - Class B 500,000,000 shares
4 Value Equity Portfolio - Class A 500,000,000 shares Value Equity Portfolio - Class B 500,000,000 shares TOTAL 31,000,000,000 SHARES
SEVENTH: The undersigned Executive Vice President of the Corporation acknowledges this Certificate of Correction to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Executive Vice President of the Corporation 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 of perjury. [SIGNATURE PAGE FOLLOWS] 5 IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be signed in its name and on its behalf by the Executive Vice President of the Corporation and attested to by its Secretary on this 20th day of September, 2005. ATTEST: MORGAN STANLEY INSTITUTIONAL FUND, INC. /s/ Mary E. Mullin By: /s/ Ronald E. Robison (SEAL) ------------------------- ------------------------------------- Mary E. Mullin Ronald E. Robison Secretary Executive Vice President