EX-99.(A)(22) 2 a2165561zex-99_a22.txt EX 99.(A)(22) Exhibit 99.(a)(22) MORGAN STANLEY INSTITUTIONAL FUND, INC. ARTICLES SUPPLEMENTARY 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: The Board of Directors of the Corporation (the "Board of Directors"), at a meeting duly convened and held on October 27, 2005, adopted resolutions which: (i) increased the total number of shares of stock which the Corporation has authority to issue to thirty-two billion (32,000,000,000) shares of common stock, par value $0.001 per share ("Common Stock"); and (ii) established an additional portfolio of Common Stock consisting of two classes designated as International Growth Equity Portfolio - Class A and International Growth Equity Portfolio - Class B, respectively, and classified 500,000,000 shares of Common Stock as shares of International Growth Equity Portfolio - Class A and 500,000,000 shares of Common Stock as International Growth Equity Portfolio - Class B. 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 Amendment and Restatement of the Corporation, as amended (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 thirty-one billion (31,000,000,000) shares of Common Stock, having an aggregate par value of thirty-one million dollars ($31,000,000) and designated and classified in the following portfolios and classes:
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 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
FIFTH: As increased, the total number of shares of stock of all classes that the Corporation has authority to issue is thirty-two billion (32,000,000,000) shares of Common Stock, having an aggregate par value of thirty-two million dollars ($32,000,000) and designated and classified in the following portfolios and classes: 2
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 Growth Equity Portfolio - Class A 500,000,000 shares International Growth 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
3 U.S. Equity Plus Portfolio - Class A 500,000,000 shares U.S. Equity Plus Portfolio - Class B 500,000,000 shares 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 32,000,000,000 SHARES
SIXTH: The total number of shares of stock 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 Growth Equity Portfolio -- Class A and International Growth Equity Portfolio -- Class B 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] 4 IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to the Articles of Amendment and Restatement to be signed in its name and on its behalf by its President and attested to on its behalf by its Secretary on this 15th day of November, 2005. MORGAN STANLEY INSTITUTIONAL FUND, INC. By: /s/ Ronald E. Robison ------------------------------ Ronald E. Robison 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/ Ronald E. Robison ------------------------------ Ronald E. Robison President 5