EX-99.(A)(21) 6 a2163356zex-99_a21.txt EX 99.(A)(21) EXHIBIT (a)(21) MORGAN STANLEY INSTITUTIONAL FUND, INC. ARTICLES OF AMENDMENT TO THE ARTICLES OF AMENDMENT AND RESTATEMENT MORGAN STANLEY INSTITUTIONAL FUND, INC., a Maryland corporation (the "Corporation"), having its principal place of business at 1221 Avenue of the Americas, New York, New York 10020, 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: Pursuant to the authority contained in Section 2-605(a)(2) of the MARYLAND GENERAL CORPORATION LAW (the "MGCL"), the Board of Directors of the Corporation at a meeting duly convened and held on August 25, 2005 approved (i) the change of the name of the Value Equity Portfolio, a portfolio of Common Stock of the Corporation, to the Large Cap Relative Value Portfolio; and (ii) the change of the name of the Equity Growth Portfolio, also a portfolio of Common Stock of the Corporation, to the U.S. Large Cap Growth Portfolio. 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 names of two portfolios 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 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 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
2 U.S. Large Cap Growth Portfolio - Class A 500,000,000 shares U.S. Large Cap Growth 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
FOURTH: The foregoing amendment to the Charter as set forth in these Articles of Amendment are limited to changes expressly authorized by Section 2-605 of the MGCL to be made without action by the stockholders, and were approved by a majority of the entire Board of Directors, without action by the stockholders. FIFTH: These Articles of Amendment shall be effective upon the later of November 1, 2005 or the time that the Department accepts these Articles of Amendment of record. SIXTH: These Articles of Amendment do not increase the authorized stock of the Corporation. [SIGNATURE PAGE FOLLOWS] 3 IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Executive Vice President and attested to on its behalf by its Secretary on this 20th day of September, 2005. MORGAN STANLEY INSTITUTIONAL FUND, INC. By: /s/ Ronald E. Robison ------------------------------------ Ronald E. Robison Executive Vice President ATTEST: /s/ Mary E. Mullin ------------------------------------ Mary E. Mullin Secretary THE UNDERSIGNED, Executive Vice President of MORGAN STANLEY INSTITUTIONAL FUND, INC., who executed on behalf of the Corporation the foregoing Articles of Amendment of which this certificate is made a part, hereby acknowledges, in the name and on behalf of the Corporation, the foregoing Articles of Amendment 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 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/ Ronald E. Robison ------------------------------------ Ronald E. Robison Executive Vice President 4