SCHEDULE
14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ![[X]](xbox.gif){kind=small}
Filed by a Party other than
the Registrant ![[ ]](ebox.gif){kind=small}
Check the appropriate box:
Preliminary Proxy Statement
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Section
240.14a-11(c) or Section 240.14a-12
MORGAN STANLEY INSTITUTIONAL FUND, INC.
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
No fee
required.
Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by the registration statement number, or the Form or Schedule and the date of its filing. |
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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MORGAN
STANLEY INSTITUTIONAL FUND, INC.
on behalf of its
EUROPEAN REAL
ESTATE PORTFOLIO
c/o Morgan Stanley Investment Management
Inc.
1221 Avenue of the Americas
New York, New York 10020
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF THE EUROPEAN REAL ESTATE PORTFOLIO
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To Our Shareholders:
Notice is hereby given that a Special Meeting of Shareholders of the European Real Estate Portfolio (the "Portfolio") of Morgan Stanley Institutional Fund, Inc. (the "Company") will be held on Thursday, August 18, 2005 at [9:00] a.m., at the offices of Morgan Stanley Investment Management Inc., 1221 Avenue of the Americas, 22nd Floor, New York, New York 10020, in [Conference Room 2].
The Meeting is being held for the following purpose:
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| 1. | To modify the investment objective of the European Real Estate Portfolio and, as a result, to change the investment strategy and name of the Portfolio. |
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| 2. | To consider and act upon any other business as may properly come before the Meeting or any adjournment thereof. |
Only holders of record of shares of the Portfolio as of the close of business on June 6, 2005, the record date for the Meeting, are entitled to notice of, and to vote at, the Meeting of the Portfolio or any adjournments thereof.
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Mary E. Mullin Secretary |
Dated: June , 2005
If you do not expect to attend the Meeting for the Portfolio, please sign and promptly return the enclosed Proxy Card in the enclosed self-addressed envelope. In order to avoid the additional expense to the Company of further solicitation, we ask your cooperation in mailing your Proxy Card or voting by Internet by following the instructions on the Portfolio's Proxy Card promptly.
MORGAN STANLEY
INSTITUTIONAL FUND, INC.
on behalf of its
EUROPEAN REAL ESTATE
PORTFOLIO
c/o Morgan Stanley Investment Management Inc.
1221
Avenue of the Americas
New York, New York 10020
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PROXY STATEMENT
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SPECIAL MEETING OF
SHAREHOLDERS
OF THE EUROPEAN REAL ESTATE PORTFOLIO
TO BE
HELD
August 18, 2005
This proxy statement is furnished by the Board of Directors (the "Board," the directors of which are referred to as the "Directors") of Morgan Stanley Institutional Fund, Inc. (the "Company") in connection with the solicitation of Proxies by the Board of Directors for use at the Special Meeting of Shareholders of the European Real Estate Portfolio (the "Portfolio") to be held on Thursday, August 18, 2005 (the "Meeting"), at the principal executive office of the investment adviser for the Company, Morgan Stanley Investment Management Inc. (hereinafter "MSIM" or the "Adviser"), 1221 Avenue of the Americas, 22nd Floor, Conference Room 2, New York, New York 10020. It is expected that the Notice of Special Meeting, Proxy Statement and Proxy Card will first be mailed to holders of stock of the Portfolio (each a "Shareholder" and collectively, the "Shareholders") on or about June 14, 2005. The purpose of the Meeting, the matters to be acted upon and the commencement time of the Meeting are set forth in the accompanying Notice of Special Meeting of Shareholders of the European Real Estate Portfolio.
If the accompanying Proxy Card for the Portfolio is executed properly and returned, shares represented by it will be voted at the Meeting for the Portfolio in accordance with the instructions on the Proxy Card. A Proxy may be revoked at any time prior to the time it is voted by written notice to the Secretary of the Company or by attendance and voting at the Meeting of the Portfolio. All proxies that are properly signed and received in time and not revoked will be voted as marked. If no instructions are specified, shares will be voted FOR Proposal 1.
The Board has fixed the close of business on June 6, 2005 as the record date for the determination of Shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment thereof. Each full share will be entitled to vote at the Meeting and each fraction of a share will be entitled to the fraction of a vote equal to the proportion of a full share represented by the fractional share. As of the record date, the Portfolio had shares outstanding and entitled to vote.
The expense of solicitation will be borne by the Portfolio and will include reimbursement to brokerage firms and others for reasonable expenses in forwarding proxy solicitation materials to beneficial owners. The solicitation of Proxy Cards will be largely by mail, but may include, without cost to the Portfolio, telephonic, telegraphic, online or oral communications by regular employees of certain affiliates of the Company, including MSIM, having as its principal office 1221 Avenue of the Americas, New York, New York 10020, who will receive no extra compensation for their services. The solicitation of Proxy Cards is also expected to include communications by employees of Compushare Fund Services, a proxy solicitation firm expected to be engaged by the Company, on behalf of the Portfolio, to solicit Proxy Cards by mail or by telephonic, telegraphic or oral communications at a cost not expected to exceed $ , plus out-of-pocket expenses.
The Company will furnish, without charge, a copy of its annual report for the fiscal year ended December 31, 2004 to any Shareholder of the Portfolio requesting such report. Requests for the Company's annual report should be made in writing to the Company, c/o J.P. Morgan Investor Services Co., P.O. Box 2798, Boston, Massachusetts 02208-2798, by calling 1-800-221-6726 or by visiting the Adviser's internet website at www.morganstanley.com/im.
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J.P. Morgan Investor Services Co. is an affiliate of the Company's administrator, JPMorgan Chase Bank ("JPMorgan Chase"), and provides administrative services to the Company.
The Board of Directors of the Company recommend that you vote "FOR" Proposal No. 1.
MODIFICATION OF INVESTMENT OBJECTIVE
OF THE EUROPEAN REAL
ESTATE PORTFOLIO AND, AS A RESULT,
CHANGE THE INVESTMENT STRATEGY
AND NAME OF THE PORTFOLIO
(Proposal No. 1)
The Portfolio's current investment objective is to provide current income and long-term capital appreciation by investing primarily in equity securities of companies in the European real estate industry. The Portfolio's investment objective is fundamental and may only be modified with shareholder approval. The Portfolio currently seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its assets in equity securities of companies in the European real estate industry. Under its current investment strategy, the Portfolio primarily invests in companies located in Germany, France, Switzerland, Belgium, Italy, Spain, Portugal, Finland, Sweden, Denmark, Norway, Ireland and the United Kingdom, but may also invest in the emerging markets of Europe.
Although the Portfolio currently may invest a portion of its assets in real estate securities outside of Europe, its fundamental investment objective limits the Portfolio to investing "primarily" in equity securities of companies in European real estate industry. Management believes that this fundamental policy unduly restricts the Portfolio from making significant investments outside of Europe. In Management's view of current global real estate markets, Management believes that it would be in the best interests of Shareholders for the Portfolio to gain more global real estate exposure. Accordingly, Management has recommended, and the Portfolio's Board of Directors has approved, submitting to Shareholders a proposal (the "Proposal") modifying the Portfolio's fundamental investment objective in order to provide it with greater flexibility to invest significantly in markets outside of Europe. If this Proposal No. 1 is approved by Shareholders, the Portfolio's investment objective would be modified to read as follows:
"to provide current income and long term capital appreciation"
If Shareholders approve the aforementioned change in the Portfolio's investment objective, Management intends to change the Portfolio's current investment strategy to one of investing, under normal circumstances, at least 80% of its assets in real estate companies in various global markets throughout the world (excluding North America). The Portfolio would primarily invest in companies located in the developed markets of Europe and Asia; the Portfolio's current fundamental policy of investing more than 25% of its total assets in the European real estate industry would remain unchanged. With these changes, the Portfolio would be permitted to invest in emerging markets located throughout the world (other than North America). Finally, to reflect the modification of the Portfolio's investment objective and the change in its investment strategy discussed above, Management intends to change the name of the Portfolio to the "International Real Estate Portfolio". Management currently intends to effect these changes in investment strategy and name within approximately one to three weeks after the required Shareholder approval has been obtained.
If this Proposal No. 1 is approved by Shareholders, the Portfolio would still be subject primarily to the risks of investing in foreign equity securities of companies in the real estate industry as currently discussed in the Portfolio's prospectus. However, the Portfolio would be able to invest a greater percentage of its assets in emerging markets due to their increased presence in the global markets outside of Europe. As discussed in the Portfolio's Prospectus, emerging markets are countries that major international financial institutions, such as the World Bank, generally consider to be less economically mature than developed nations, such as the United States or most nations in Western Europe. Emerging market countries may be more likely to experience political turmoil or rapid changes in economic conditions than more developed countries, and the financial condition of issuers in emerging market countries may be more precarious than in other countries. These characteristics result in greater risk of price volatility in emerging market countries, which may be heightened by currency fluctuations relative to the U.S. dollar.
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At a meeting held on April 28, 2005, the Board unanimously approved the change in the Portfolio's investment objective, investment strategy and name and directed that this Proposal be submitted to Shareholders for their approval.
Vote Required and Board Recommendation
Approval of this Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of the Portfolio entitled to vote thereon. The Board of Directors of the Company recommends that you vote "FOR" Proposal 1.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of June 6, 2005, the following Shareholders were known by the Company to own of record and beneficially 5% or more of the Portfolio's outstanding shares: .
As of June 6, 2005, to the knowledge of the Adviser, the Directors and executive officers of the Company, individually and as a group, beneficially owned less than 1% of the outstanding shares of the Portfolio.
ADDITIONAL INFORMATION
General
The presence at any Shareholders' meeting, in person or by proxy, of the holders of one-third of the Portfolio's shares issued and outstanding and entitled to be cast shall be necessary and sufficient to constitute a quorum for the transaction of business. In the event that the necessary quorum to transact business or the vote required to approve the change of name, investment objective and a fundamental policy of the Portfolio is not obtained at the Meeting, the Proxies may propose one or more adjournments of the Meeting in accordance with applicable law to permit further solicitation of proxy votes. If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote, represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote Portfolio shares on a particular matter with respect to which the broker or nominee does not have a discretionary power) or is marked with an abstention (collectively, "abstentions"), the Portfolio shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Accordingly, Shareholders are urged to forward their voting instructions promptly. Abstentions will not constitute a vote "for" or "against" a matter and will be disregarded in determining the "votes cast" on an issue.
Principal Underwriter and Administrator
Morgan Stanley Distribution, Inc., whose principal address is One Tower Bridge, 100 Front Street, West Conshohocken, Pennsylvania 19428, is the principal underwriter for the Company. JPMorgan Chase, whose principal address is 73 Tremont Street, Boston, Massachusetts 02108, serves as the Company administrator.
Submission of Shareholder Proposals
Shareholders wishing to submit proposals for inclusion in a proxy statement for a Shareholder meeting subsequent to the Meeting, if any, should send their written proposals to the Secretary of the Company at the address shown at the beginning of the Proxy Statement, within a reasonable time before the Company begins to print and mail its proxy materials for such meeting. The timely submission of a proposal does not guarantee its inclusion.
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OTHER MATTERS
No matter other than as set forth herein is expected to come before the Meeting, but should any other matter requiring a vote of Shareholders arise, including any question as to an adjournment of the Meeting, the persons named in the enclosed Proxy Card will vote thereon according to their best judgment in the interests of the Company.
Shareholders who do not expect to be present at the meeting and who wish to have their shares voted are requested to either vote by Internet by following the instructions on the Proxy Card, or date and sign the enclosed Proxy Card and return it in the enclosed envelope. No postage is required if mailed in the United States.
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Mary E. Mullin Secretary |
Dated: June , 2005
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| PROXY CARD | |
MORGAN STANLEY INSTITUTIONAL FUND, INC. THE EUROPEAN REAL ESTATE PORTFOLIO |
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PROXY CARD | ||||||
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C/O MORGAN
STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE
AMERICAS
NEW YORK, NEW YORK 10020
The undersigned hereby constitutes and appoints JOSEPH J. MCALINDEN, BARRY FINK and STEFANIE V. CHANG, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Portfolio held of record by the undersigned on June 6, 2005 at the Special Meeting of Shareholders of the European Real Estate Portfolio to be held on August 18, 2005, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. The undersigned acknowledges receipt of the Proxy Statement dated June , 2005.
This Proxy Card when properly executed will be voted in the manner directed herein by the undersigned Shareholder, and, in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this Proxy Card will be voted for the change of name, investment strategy and a fundamental policy of the Portfolio as set forth above.
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VOTE VIA THE INTERNET: https://vote.proxy-direct.com |
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VOTE VIA THE TELEPHONE:
1-866-241-6192 CONTROL NUMBER: 999 9999 9999 999 |
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Note: Please sign exactly as your name appears. When shares are held by joint tenants, each joint tenant must sign. When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer's office. If a partnership, please sign in partnership name |
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Signature |
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Signature of joint owner, if any |
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Date |
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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| PLEASE MARK YOUR VOTES AS IN THIS SAMPLE. EXAMPLE: [X] | |
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ABSTAIN | ||||||||
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| 1. | To modify the investment objective of the European Real Estate Portfolio and, as a result, to change the investment strategy and name of the Portfolio. |
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY
USING THE ENCLOSED
ENVELOPE