UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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

 

Filed by a Party other than the Registrant  o

 

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o

Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material under §240.14a-12

 

MORGAN STANLEY INSTITUTIONAL FUND, INC.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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x

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(3)

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MORGAN STANLEY INSTITUTIONAL FUND, INC.

on behalf of its
Active International AllocationReal Assets Portfolio
c/o Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, NY 10036

NOTICE OF SPECIAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

To Our Shareholders:Stockholders:

Notice is hereby given thatof a Special Meeting of ShareholdersStockholders (the "Meeting") of the Active International AllocationReal Assets Portfolio (the "Fund""Portfolio"), a portfolio of Morgan Stanley Institutional Fund, Inc. (the "Company""Fund"), isan open-end investment company incorporated pursuant to the laws of the State of Maryland, to be held on December 8, 2017, at the offices of Morgan Stanley Investment Management Inc., 522 Fifth Avenue, 3rd Floor, New York, NY 10036Thursday, August 19, 2021, at 9:00 a.m., Eastern Time.New York time, and any adjournments or postponements thereof.

The Meeting will be held by audio teleconference only.

The Meeting is being held for the following purposes:

1.  To changeapprove changing the Fund'sReal Assets Portfolio's fundamental investment objective.policy regarding industry concentration.

2.  To consider and act upon any other business as may properly come before the Meeting and any adjournments or any adjournment or postponementpostponements thereof.

Only shareholdersholders of record of shares of the Fund atPortfolio as of the close of business on October 10, 2017,June 30, 2021, the record date for the Meeting, are entitled to notice of, and to vote at, the Meeting of the Fund orand any adjournments or postponements thereof.

MARYAttending the Meeting by Teleconference as a Stockholder of Record

To participate in the Meeting, stockholders must send an email to Shareholdermeetings@computershare.com by 8:30 a.m., Eastern Time, on August 18, 2021 in order to receive a toll-free phone number, participant code and instructions on how a stockholder may submit a vote during the Meeting. The phone number that will be provided will only be active for the date and time of the Meeting.

Registering to Attend the Meeting by Teleconference as a Beneficial Owner

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Meeting. To register you must submit proof of your proxy power (legal proxy) reflecting your Portfolio holdings along with your name and email address to Computershare. You may forward an email from your intermediary or attach an image of your legal proxy to Shareholdermeetings@computershare.com. Requests for registration for the Meeting must be received no later than 8:30 a.m., Eastern Time, on August 18, 2021. You will receive a confirmation email from Computershare of your registration that will include information on how to participate in the Meeting and a control number that will allow you to vote during the Meeting.

Mary E. MULLINMullin
Secretary

Dated: October 13, 2017July 15, 2021

You can help avoid the necessity and expense of sending follow-up letters to ensure a quorum by promptly returning the enclosed Proxy Card.Card(s) or voting telephonically or on the Internet. If you are unable to be present, in person, please fill in, sign and return the enclosed Proxy CardCard(s) in order that the necessary quorum may be represented at the Meeting. The enclosed envelope requires no postage if mailed in the United States. ShareholdersCertain stockholders will be able to vote telephonically by touchtone telephone or electronically on the Internet by following instructions contained on their Proxy CardCard(s) or on the enclosed Voting Information Card.Card(s).

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERSSTOCKHOLDERS TO BE HELD ON DECEMBER 8, 2017:AUGUST 19, 2021: https://www.proxy-direct.com/mor-32226

The Proxy Statement for the Special Meeting of ShareholdersStockholders is available on the Internet at the website address located on the enclosed Proxy Card.Card(s).



MORGAN STANLEY INSTITUTIONAL FUND, INC.

on behalf of its
Active International AllocationReal Assets Portfolio
c/o Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, NY 10036

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERSSTOCKHOLDERS
TO BE HELD
December 8, 2017August 19, 2021

This Proxy Statement is furnished by the Board of Directors (the "Board""Board," the directors of which are referred to as the "Directors") of Morgan Stanley Institutional Fund, Inc. (the "Company""Fund"), in connection with the solicitation of Proxiesproxies (separately referred to as a "Proxy" and collectively referred to as "Proxies") by the Board for use at athe Special Meeting of ShareholdersStockholders (the "Meeting") of Real Assets Portfolio (the "Portfolio"), a portfolio of the Active International Allocation Portfolio (the "Fund") of the CompanyFund, to be held on December 8, 2017 (the "Meeting") at 522 Fifth Avenue, 3rd Floor, New York, NY 10036.Thursday, August 19, 2021. The Meeting will be held by audio teleconference only. It is expected that the Notice of Special Meeting of Shareholders,Stockholders, Proxy Statement and Proxy CardCard(s) will first be mailed to shareholdersholders of shares of common stock of the Fund (the "Shareholders"Portfolio (each a "Stockholder" and collectively the "Stockholders") on or about October 18, 2017.July 14, 2021. The purposepurposes 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.Stockholders.

If the enclosed form of proxyaccompanying Proxy Card for the FundPortfolio is properly executed and returned in time, or is submitted by telephone or Internet, to be voted at the Meeting, the proxies named therein will vote the shares of common stock with respect to the Fund (collectively, thePortfolio (the "Shares") represented by it in accordance with the instructions marked thereon. Properly executed but unmarked proxiesProxy Cards submitted by ShareholdersStockholders will be voted FOR the Proposal. A proxyProxy may be revoked at any time prior to its exercise by any of the following: written notice of revocation to the Secretary of the Fund, execution and delivery of a later dated proxyProxy to the Secretary of the Fund (whether by mail or, as discussed below, by touchtone telephone or the Internet) (if returned and received in time to be voted), or attendance and voting at the Meeting. Attendance at the Meeting will not in and of itself revoke a proxy. In order to revoke a proxy in person at the Meeting, ShareholdersProxy; you must either submit a subsequent proxy or vote in person and request that their proxy be revoked. Shareholders whose Shares are held in street name by a broker of record and who wish to vote in person at the Meeting must obtain a legal proxy from their broker and present it at the Meeting to the inspector of elections.Meeting.

The Board has fixed the close of business on October 10, 2017June 30, 2021, as the record date (the "Record Date") for the determination of ShareholdersStockholders entitled to notice of, and to vote at, the Meeting and at any adjournments or postponements thereof. On that date,Each full Share will be entitled to one vote at the FundMeeting 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 15,788,466.51 Sharesthe following shares outstanding and entitled to vote.

Share Class

Outstanding Shares

A

15,919.378

C

112,921.534

I

2,222,586.332

IS

1,040.581

Total

2,352,467.825

Only one Proxy Statement will be delivered to multiple Stockholders sharing an address, unless the Fund has received contrary instructions. The Fund will furnish, upon written or oral request, a separate copy of the Proxy Statement to a Stockholder at a shared address to which a single Proxy Statement was delivered. Requests for a separate Proxy Statement, and notifications to the Fund that a Stockholder wishes to receive separate copies in the future, should be made in writing to the Fund, c/o DST Asset Manager Solutions, Inc., P.O. Box 219804, Kansas City, MO 64121-9804, or by calling toll-free (800) 548-7786. Multiple Stockholders who are sharing an address and


currently receiving multiple copies of periodic reports and proxy statements may request to receive only one copy of such reports and proxy statements by calling toll-free (800) 548-7786.

The cost of soliciting proxiesProxies for the Meeting, consisting principally ofincluding printing and mailing expenses, is expected to be approximately $156,000, which will be borne by the Fund.Portfolio. The solicitation of proxiesProxies will be by mail, which may be supplemented by solicitation by mail, telephone or otherwise through Directors and officers of the CompanyFund or officers and regular employees of Morgan Stanley Investment Management Inc. ("MSIM" or the(the "Adviser"), the investment adviser and the administrator for the Fund, Morgan Stanley & Co. LLC ("Morgan Stanley & Co.") and/or Morgan Stanley Smith Barney LLC, without special compensation therefor. In addition, the Fund, on behalf of the Portfolio, may employ Computershare Inc. (operating through its Computershare Fund Services division), a Delaware Corporation ("CFS"Computershare"), to make telephone calls to Stockholders to remind them to vote. The Fund, on behalf of the Portfolio, may also employ Computershare as proxy solicitor if it appears that the required number of votes to achieve a quorum will not be received.solicitor. The transfer agent services for the Fund are currently provided by Boston Financial DataMorgan Stanley Services Company Inc.

Shareholders willStockholders may be able to authorize proxies to vote their Shares by touchtone telephone or by Internet by following the instructions on the Proxy CardCard(s) accompanying this Proxy Statement. The Internet procedures are designed to authenticate a Shareholder'sStockholder's identity to allow ShareholdersStockholders to vote their Shares and confirm that their


instructions have been properly recorded. To vote by Internet or by touchtone telephone, ShareholdersStockholders can access the website or call the toll-free number listed on the Proxy Card.Card(s). To vote by touchtone telephone or by Internet, ShareholdersStockholders will need the number that appears on the Proxy CardCard(s) or Voting Information CardCard(s) in the shaded box.

In certain instances, CFSComputershare may call ShareholdersStockholders to ask if they would be willing to have their votes recorded by telephone. The telephone voting procedure is designed to authenticate Shareholders'Stockholders' identities, to allow ShareholdersStockholders to authorize the voting of their Shares in accordance with their instructions and to confirm that their instructions have been recorded properly. No recommendation will be made as to how a ShareholderStockholder should vote on anythe Proposal other than to refer to the recommendationsrecommendation of the Board. The Fund has been advised by counsel that these procedures are consistent with the requirements of applicable law. ShareholdersStockholders voting by telephone in this manner will be asked for identifying information and will be given an opportunity to authorize proxies to vote their Shares in accordance with their instructions. To ensure that the Shareholders'Stockholders' instructions have been recorded correctly, they will receive a confirmation of their instructions in the mail. A special toll-free number set forth in the confirmation will be available in case the information contained in the confirmation is incorrect. Although a Shareholder'sStockholder's vote may be taken by telephone, each ShareholderStockholder will receive a copy of this Proxy Statement and may vote by mail using the enclosed Proxy CardCard(s) or by Internet or touchtone telephone as set forth above. The last proxy vote received in time to be voted, whether by Internet, mailed Proxy CardCard(s) or touchtone telephone, will be the vote that is counted and will revoke all previous votes by the Shareholder.Stockholder. In the event that CFSComputershare is retained as proxy solicitor, CFSComputershare will be paid a project management fee as well asfor telephone solicitation expenses incurred for reminder calls, outbound telephone voting, confirmation of telephone votes, inbound telephone contact, obtaining Shareholders'Stockholders' telephone numbers and providing additional materials upon ShareholderStockholder request, at an estimated cost of $137,000, which would be borne by$1,000 for the Fund. Any additional expenses incurred by CFS with respect to the Fund will be paid by the Fund.Portfolio.

The Fund will furnish, without charge, a copy of itsthe Portfolio's most recent annual report for its fiscal year ended December 31, 2016 and its semiannualor semi-annual report, to any Stockholder requesting such report(s). Requests for the six-month period ended June 30, 2017 to any Shareholder of the Fund requesting such report. Requests forPortfolio's annual and/or semi-annual reportsreport should be made in writing to the Fund at Morgan Stanley Institutional Fund,Services Company Inc. c/o Boston Financial Data Services, Inc., P.O. Box 219804219886, Kansas City, MO 64121-9804,64121-9885, or by calling toll-free (800) 548-7786 or by visiting548-7786. You may also view the Portfolio's annual report on the Adviser's Internet website at www.morganstanley.com/im.

MSIMThe Adviser also serves as the Fund's administrator and Adviser. The business address of MSIM is 522 Fifth Avenue, New York, NY 10036.administrator. State Street Bank and Trust Company serves as sub-administrator to the Fund. The business address of State Street Bank and Trust Company is One Lincoln Street, Boston, MA 02111-2101.

Only one Proxy Statement will be delivered to multiple Shareholders sharing an address, unless the Fund has received contrary instructions. The Fund will furnish, upon written or oral request, a separate copy of the Proxy Statement to a Shareholder at a shared address to which a single Proxy Statement was delivered. Requests for a separate Proxy Statement, and notifications to the Fund that a Shareholder wishes to receive separate copies in the future, should be made in writing to the Fund at Morgan Stanley Institutional Fund, Inc. c/o Boston Financial Data Services, Inc. P.O. Box 219804 Kansas City, MO 64121-9804 or by calling toll-free (800) 548-7786. Multiple Shareholders who are sharing an address and currently receiving multiple copies of periodic reports and proxy statements may request to receive only one copy of such reports and proxy statements by calling toll-free (800) 548-7786.

At a meeting held on September 27-28, 2017, the Board of the Company determined that it was in the best interests of the Fund to approve the Proposal. After careful consideration, the Board approved the submission of the Proposal to Shareholders for their approval.

The Board of Directors of the Company unanimously recommends that you cast your vote "For""FOR" the Proposal to change the Fund's investment objective as set forth in this Proxy Statement.

Your vote is important. Please return your Proxy CardCard(s) promptly no matter how many Shares you own.


PROPOSALTHE PROPOSAL: TO APPROVE CHANGING THE REAL ASSETS PORTFOLIO'S FUNDAMENTAL INVESTMENT POLICY REGARDING INDUSTRY CONCENTRATION

TO CHANGE THE FUND'S INVESTMENT OBJECTIVEIntroduction

The BoardBased on the recommendation of the Company, at a Meeting held on September 27-28, 2017, approved amendments toAdviser, the Fund's investment objective and strategies subject to Shareholder approval. The Fund's portfolio management team seeks to transition from a top-down benchmark oriented process (i.e., a process that has maintained an awarenessBoard, which is comprised solely of Directors who are not "interested persons" of the Fund's primary benchmark, the MSCI All Country World ex USA Index, and the Fund's positioning relative to it) to a high-conviction proprietary top-down framework that selects country weightings and implements macro views through equity positions in sectors, industries, customized baskets and/or individual stocks. Specifically, the proposed investment process would resultFund (as defined in the Fund becoming a more active, non-benchmark oriented strategy while retaining the portfolio management team's macroeconomic focus.

In connection with the proposed investment strategy changes, the BoardInvestment Company Act of 1940 Act, as amended), has unanimously approved various changes to the Fund, including (i) changing the Fund's investment objective and (ii) changing the Fund's principal investment strategies, each as described below. Because a change to the Fund'sPortfolio's fundamental investment objective requires Shareholder approval,policy regarding industry concentration that would eliminate the requirement that the Portfolio invest 25% or more of its total assets in the real estate and infrastructure group of industries (i.e., "concentrate" in the real estate and infrastructure group of industries), subject to Stockholder approval. This proposed revision would require the Portfolio to invest less than 25% of its total assets in the real estate and infrastructure group of industries or, as is currently the case, any other industry. The Adviser believes, and the Board approved these changes subjectconcurs, that it would be in the best interests of Stockholders to receiving Shareholder approvalmake the proposed change in order to provide the Portfolio with greater investment flexibility, as described further below.

Presently, the Portfolio's fundamental investment policy regarding concentration states that the Portfolio will not:

acquire any securities of companies within one industry if, as a result of such acquisition, 25% or more of the changevalue of the Portfolio's total assets would be invested in securities of companies within such industry; provided, however, that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, except that the Portfolio will invest 25% or more of its total assets in the real estate and infrastructure group of industries (the "Current Policy").

If approved, the Proposal would amend the fundamental investment objective.policy regarding concentration to state that the Portfolio will not:

acquire any securities of companies within one industry if, as a result of such acquisition, 25% or more of the value of the Portfolio's total assets would be invested in securities of companies within such industry; provided, however, that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities (the "New Policy").

Discussion of Proposal

The Investment Company Act of 1940, as amended (the "1940 Act"), requires a registered investment company, includingsuch as the Company and the Fund,Portfolio, to have "fundamental" policies governing certain specificof its investment policies that canpractices. An investment policy is "fundamental" if it cannot be changed onlyor deviated from without the approval of a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the fund. One such required fundamental policy relates to a fund's concentration of investments in a particular industry or group of related industries. The 1940 Act does not define what constitutes "concentration" in an industry. However, the Securities and Exchange Commission (the "SEC") has taken the position that investment of more than 25% of a fund's total assets in one or more issuers conducting their principal business activities in the same industry, subject to certain exclusions, constitutes concentration.

Since the Portfolio's inception in 2018, the Portfolio has operated pursuant to the Current Policy. The Proposal is one component of a broader repositioning of the Portfolio that includes changing the Portfolio's name, portfolio management personnel, investment strategy and primary benchmark. The Adviser recommended the broader repositioning of the Portfolio to better enable the Portfolio to pursue its investment objective in light of recent and anticipated market and economic conditions, notably with Shareholder approval. Investment companies may also electrespect to designate other policiespotential changes in the rates of inflation. As part of such proposal, the Adviser recommended that may be changed only with a Shareholder vote. Both typesthe Board approve the elimination of policies are often referredthe Portfolio's fundamental investment policy to as "fundamental" policies. In this case,"concentrate" in the real estate and infrastructure group of industries in favor of the New Policy, which would not require or permit the Portfolio to concentrate in any industry. The Adviser believes that removing the requirement to invest 25% or more of the Fund's investment objective has been designated a fundamental policytotal assets in the real estate and any changeinfrastructure group of industries would provide the Portfolio with an increased ability to allocate its assets more dynamically across broader industries and investments in response to market and economic conditions.


Please refer to the investment objective requires Shareholder approval. As a result,supplement to the Portfolio's prospectus dated June 22, 2021, for more information regarding the broader repositioning.

Accordingly, the Adviser recommended to the Board ofthat the Company is asking ShareholdersNew Policy be adopted to approve a change inreplace the Fund's investment objective to permitCurrent Policy. Although the Fund to take advantage ofAdviser believes the portfolio management team's high-conviction proprietary topdown framework that selects country weightings and implements macro views through equity positions in sectors, industries, customized baskets and/or individual stocks. This change will be supported by changes to the Fund's investment strategies and other changes discussed below.

Both Management and the Board believe this change in the Fund's investment objectiveProposal is in the best interestsinterest of the FundStockholders, there can be no assurance as to any particular performance, risk or other benefit that might result from the implementation of the New Policy. If the Proposal is approved by Stockholders, the Portfolio's strategies, risks and its Shareholders. In particular, Managementinvestment policy will be modified accordingly. The Proposal will have no effect on the Portfolio's fees, and the Board consideredAdviser anticipates that distribution effortsportfolio turnover associated with the broader repositioning of the FundPortfolio, including reducing the Portfolio's investments in the real estate and infrastructure group of industries in accordance with the New Policy, would be bolstered by transitioning to a high conviction and non-benchmark oriented diversifying strategy, based upon industry data, external consultants and prospective investors, that would differentiateapproximately 80%. The anticipated portfolio turnover associated with the Fund from passive products aligned with benchmark indices. The revisions tobroader repositioning of the Fund's investment strategyPortfolio may result in higher alpha potential, which is the measurement of the Fund's excess return to its benchmark index. The portfolio management team believes that by repositioning the Fund to capture the growing demand for products with such alpha potential, which may offer the potential for greater performancetransaction costs and distribution efforts, could lead to additional economies of scale and reduced operating expenses for Shareholders, in addition to a stronger return profile.

Current investment objective: The Fund "seeks long-term capital appreciation by investing primarily, in accordance with country and sector weightings determined by the "Adviser," Morgan Stanley Investment Management Inc., and/or the Sub-Adviser, Morgan Stanley Investment Management Company ("MSIM Company"), in equity securities of non-U.S. issuers which, in the aggregate, replicate broad market indices."

Proposed investment objective: The Fund "seeks long-term capital appreciation."

The change in the Fund's investment objective (and accompanying strategy changes) will allow the Fund to continue to be macro focused while shifting to a high-conviction proprietary top-down framework that selects country weightings and implements macro views through equity positions in sectors, industries, customized baskets and/or individual stocks.


The Fund's portfolio turnover is expected to be approximately 50% over a 3-6 month period as a result of the strategy rebalance. In connection with the anticipated portfolio turnover, trading costs are expected to be de minimis and will be borne by the Fund as the strategy changes are recommended to enhance the return profile and distribution efforts of the Fund. The Adviser does not anticipatehave an adverse tax consequences as a result ofconsequence based on the Fund's portfolio turnover due to the Fund'sPortfolio's current estimated capital gains and/or losses and current capital loss carryforwards. Associated proxy costs of the proposal will be effectively reimbursed to the Fund by the Adviser through management fee waivers due to the current assets under management of the Fund and current total expense caps in place.

To support the proposed change in the Fund's investment objective, Management has proposed and the Board has approved all of the other changes described below. While these other changes do not require Shareholder approval, the implementation of these other changescarryforwards, which is subject to Shareholder approvalchange based on future portfolio activity during the remainder of the changePortfolio's fiscal year.

If the Proposal is approved, the New Policy will take effect on or about August 31, 2021. If Stockholders do not approve the New Policy, the Current Policy will remain in effect.

Board Considerations

At its meeting on June 15-17, 2021, the Board considered the Adviser's recommendation. Upon evaluation of all facts it considered relevant, including but not limited to, the proposed strategic enhancement to the return potential and distribution efforts of the Portfolio, the Portfolio's focus on maximizing real returns in inflationary periods, the Portfolio's expected increased ability to allocate its assets more dynamically across broader industries and securities, and the basis for the Adviser's recommendation discussed above, the Board found that the New Policy and this Proposal are in the Fund's investment objective.

Revisionsbest interests of Stockholders and approved the New Policy and the submission of this Proposal to Investment StrategiesStockholders of the Portfolio for their approval. Also at its meeting on June 15-17, 2021, the Board considered and Related Risks. The Board has approved changesother matters related to the Fund's principalbroader repositioning of the Portfolio, which include changing the Portfolio's name, portfolio management personnel, investment strategies. The Fundstrategy and primary benchmark, none of which require Stockholder approval and which will seek to achieve its new investment objective by actively selecting among developed and emerging countries applying its investment process to determine a country's future economic growth and equity return potential. The Adviser and/take effect on or about August 31, 2021. In addition, if the Sub-Adviser utilize a proprietary top-down framework to quantitatively and qualitatively rank countries relative to one another and relative to their own history. The Adviser's and/Proposal is approved, the New Policy will take effect on or about August 31, 2021. If Stockholders do not approve the Sub-Adviser's approach combines a top-down country process with sector allocation and bottom-up stock selection.

The Adviser and/orNew Policy, the Sub-Adviser analyze the global economic environment and each country's fundamentals and actively allocate the Fund's assets among countries and sectors located throughout the world (the investment universe is developed markets, including the United States, and emerging markets, including frontier markets). The foregoing revisionsCurrent Policy will remain in effect. Please refer to the Fund's investment strategies may also result in the Fund being exposed to additional risks associated with its investments in securities of issuers operating in frontier emerging markets. The term "frontier emerging markets" refers to those emerging market countries outside the "mainstream" emerging markets, whose capital markets have traditionally been difficult for foreign investors to enter or are in early stages of capital market and/or economic development. The countries that comprise frontier emerging markets may change from time to time. Investing in the securities of issuers operating in frontier emerging markets may involve a heightened degree of risk. These types of investments could be affected by factors not usually associated with investments in U.S. issuers, including risks associated with expropriation and/or nationalization, political or social instability, pervasiveness of corruption and crime, armed conflict, the impact on the economy of civil war, religious or ethnic unrest and the withdrawal or nonrenewal of any license enabling the Fund to trade in securities of a particular country, confiscatory taxation, restrictions on transfers of assets, lack of uniform accounting, auditing and financial reporting standards, less publicly available financial and other information, diplomatic developments which could affect U.S. investments in those countries and potential difficulties in enforcing contractual obligations.

Investment decisions may be implemented through sector, industry and stock-specific allocations within and across markets that best capture the top-down view. Country and sector weightings are based on relative economic, political and social fundamentals, stock valuations and investor sentiment and are a function of the Adviser's and/or the Sub-Adviser's conviction levels, the size of the economy and liquidity. The investment process considers analysis of sustainability with respect to financial strength, environmental and social factors and governance (also referred to as ESG).

Investments are based on fundamental analysis in an effort to identify those equities that stand to benefit most from the Adviser's and/or the Sub-Adviser's current and prospective macro views and that are likely to experience attractive earnings growth prospects as a result of exposure and gearing to those top-down conditions. Investment decisions are implemented by equity positions in sectors, industries, customized baskets and/or individual stocks. The equity securities in which the Fund may invest include common stock, preferred stock, convertible securities,


depositary receipts, rights and warrants. The Adviser and/or the Sub-Adviser generally consider selling a portfolio holding when they determine that the position no longer satisfies their investment criteria.

The Fund may, but it is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. The Fund's use of derivatives may involve the purchase and sale of derivative instruments such as futures, options, swaps, contracts for difference and other related instruments and techniques. The Fund may utilize foreign currency forward exchange contracts, which are also derivatives, in connection with its investments in foreign securities. Derivative instruments used by the Fund will be counted toward the Fund's exposure in the types of securities listed abovesupplement to the extent they have economic characteristics similar to such securities.Portfolio's prospectus dated June 22, 2021, for more information regarding the broader repositioning.

For the foregoing reasons, the Board recommends that you vote "FOR" the Proposal to change the Fund's investment objective.

REQUIRED VOTEVote Required

Approval of the Proposal requires the approvalaffirmative vote of the holders of a "majoritymajority of the outstanding voting securities"Shares of the Fund, which underPortfolio entitled to vote thereon. Under the Investment Company1940 Act, of 1940, as amended (the "Investment Company Act")this means the affirmative vote of the lesser of (a) 67% or more of the voting securitiesShares present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities of the FundShares are present or represented by proxy or (b) more than 50% of the outstanding voting securitiesShares of the Fund. The Board hasPortfolio. Abstentions are not considered various factors and believes thatvotes "FOR" the Proposal at the Meeting. As a result, abstentions have the same effect as a vote against the Proposal because approval of the Proposal is inrequires the best interestsaffirmative vote of a percentage of the Fund and its Shareholders. Ifvoting securities present or represented by proxy or a percentage of the Proposal isoutstanding voting securities. Stockholders do not approved byhave appraisal rights with respect to the Shareholders,Proposal.

Shares of each class of the Fund's current investment objectivePortfolio will remain in effect.vote together on the Proposal.

The Board unanimously recommends that you vote "FOR" the Proposal.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of October 10, 2017, the Directors and officersRecord Date, the following persons were known to own of the Company, as a group, owned less than 1% of any Classrecord or beneficially 5% or more of the outstanding common stockshares of any class of the Fund.Portfolio:

Stockholder

 

Number of Shares

 Percentage of
Outstanding Shares		 

Class A

 
Morgan Stanley Smith Barney LLC
1 New York Plaza, 12th Floor
New York, NY 10004-1935		  

14,890.084

   

93.53

%

 
Morgan Stanley Investment Management
ATTN Michael Agosta
750 Seventh Ave., 12th Floor
New York, NY 10019-6835		  

1,029.294

   

6.47

%

 

Class C

 
Morgan Stanley Smith Barney LLC
1 New York Plaza, 12th Floor
New York, NY 10004-1935		  

111,904.135

   

99.09

%

 

Class I

 
Morgan Stanley Smith Barney LLC
1 New York Plaza, 12th Floor
New York, NY 10004-1935		  

1,185,219.433

   

53.31

%

 
Morgan Stanley Investment Management
ATTN Michael Agosta
750 Seventh Ave., 12th Floor
New York, NY 10019-6835		  

1,036,923.243

   

46.64

%

 

Class IS

 
Morgan Stanley Investment Management
ATTN Michael Agosta
750 Seventh Ave., 12th Floor
New York, NY 10019-6835		  

1,040.581

   

99.99

%

 

As of October 10, 2017, the following persons or entitiesRecord Date, the Stockholders above owned of record or beneficially more than 5%25% of the outstanding voting securities of the Portfolio. A stockholder who beneficially owns, either directly or through one or more controlled companies, more than 25 percent of the voting securities of a fund may be presumed to "control" (as that term is defined in the 1940 Act) such fund. A control person may be able to facilitate shareholder approval of proposals it favors and to impede shareholder approval of proposals it opposes. If a control person owns a sufficient number of a fund's outstanding voting securities, then, for certain proposals, one or more such control persons may be able to approve, or to prevent approval, of such proposals without regard to votes by other stockholders.

The stockholders set forth in the foregoing table are the stockholders of record and may be deemed to be the beneficial owners of certain of the shares oflisted for certain purposes under the securities laws. However, these entities generally do not have an economic interest in these shares and would ordinarily disclaim any Classbeneficial ownership therein. The Fund generally has no knowledge whether all or any portion of the Fund's outstanding shares:shares owned of record are also owned beneficially.

Class IMorgan Stanley & Co. LLC
Harborside Financial Center
Plaza II, 3rd Fl.
Jersey City, NJ 07311

63.77

%

Class AMorgan Stanley & Co. LLC
Harborside Financial Center
Plaza II, 3rd Fl.
Jersey City, NJ 07311

19.48

%

As of October 10, 2017, no person was knownthe Record Date, the aggregate number of Shares of the Portfolio owned by the Company to own beneficially orFund's officers and Directors as a group was less than 1% of record 5% or moreeach class of the Portfolio's outstanding Class C or Class L shares of the Fund.Shares.


ADDITIONAL INFORMATION

No business other than as set forth herein is expected to come before the Meeting, but should any other matter requiring a voteGeneral

The holders of Shareholders arise, including any question as to an adjournmentone-third of the Meeting, the persons named in the enclosed Proxy Card will vote thereon according to their best judgment in the interestsShares of the Fund. In the event that the necessary quorumPortfolio issued and outstanding and entitled to transact business or the vote, required to approve or reject the Proposal for the Fund is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the


holders of a majority of the Fund's Shares present in person or represented by proxy, will constitute a quorum at the Meeting. InIf a Proxy Card is properly executed and returned accompanied by instructions to withhold authority (an abstention), the eventshares represented thereby will be counted as shares present and entitled to vote for purposes of determining whether a quorum is present. Properly executed but unmarked Proxy Cards (that is Proxy Cards that do not indicate how the vote should be cast) submitted by Stockholders will be counted as shares present and entitled to vote for purposes of determining whether a quorum is present and will be voted FOR the Proposal.

If, however, such quorum is not present or represented at the Meeting, but sufficient votes to approve the Proposal is not received, Proxies would be voted in favor of one or more adjournments of the Meeting with respect to the Proposal to permit further solicitation of Proxies, provided the persons named as proxies determine that such an adjournment and additional solicitation is reasonable and in the interests of Shareholders. Pursuant to the Fund's bylaws, the chairman of the Meeting, or an officer of the Fund hasor the Stockholders present or represented by proxy and entitled to vote thereat have the power to adjourn the Meeting from time to time.time, in accordance with the Fund's by-laws, without notice other than announcement at the Meeting, until a quorum shall be present or represented. The chairman of the Meeting, an officer of the Fund or the Stockholders present in person or represented by proxy at the Meeting and entitled to vote thereat also have the power to adjourn the Meeting from time to time, in accordance with the Fund's by-laws, without notice other than announcement at the Meeting, if the vote required to approve or reject any proposal described in the original notice of the Meeting is not obtained (with proxies being voted for or against adjournment consistent with the votes for and against the proposal for which the required vote has not been obtained).

Abstentions will not be voted either for or against any such adjournment and will have the effect of a vote against the Proposal.

SHAREHOLDER PROPOSALSPrincipal Underwriter and Administrator

Morgan Stanley Distribution, Inc., whose principal address is 522 Fifth Avenue, New York, NY 10036, is the principal underwriter for the Fund. Morgan Stanley Investment Management Inc., whose principal address is 522 Fifth Avenue, New York, NY 10036, serves as the Fund's administrator.

Submission of Stockholder Proposals

The Company doesFund is not hold regular annual meetings of Shareholders. As a general matter, the Companyrequired and does not intend to hold future regular annualstockholder meetings unless stockholder action is required in accordance with the 1940 Act or special meetings of its Shareholders unless required byother applicable law or the Investment Company Act. Any ShareholderFund's charter documents. Stockholders who wisheswould like to submit proposals for consideration at a meeting of Shareholdersfuture stockholder meetings of the Fund should send such proposalwritten proposals to the Company, c/o Morgan Stanley Investment Management Inc., 522 Fifth Avenue, Legal Department—19thMary E. Mullin, Secretary, 1633 Broadway, 29th Floor, New York, New York 10036.NY 10019. To be considered for presentation at a Shareholderstockholders' meeting, rules promulgated by the SEC require that, among other things, a Shareholder'sstockholder's proposal must be received at the offices of the CompanyFund within a reasonable time before a solicitation is made. Timely submission of a proposal does not necessarily mean that such proposal will be included.

MARYOTHER MATTERS

The Board knows of no business, other than that set forth in the Notice of Special Meeting of Stockholders, to be presented for consideration at the Meeting. However, the Proxy Statement confers discretionary authority upon the persons named therein to vote as they determine on other business, not currently contemplated, which may come before the Meeting.

Mary E. MULLINMullin
Secretary

Dated: October 13, 2017July 15, 2021

Shareholders of the FundStockholders who do not expect to be present at the Meeting for the Fund and who wish to have their Shares voted are requested to vote their Shares over the Internet, by telephone or by dating and signing the enclosed Proxy CardCard(s) and returning it in the enclosed envelope. No postage is required if mailed in the United States.



 

EVERY SHAREHOLDER’SSTOCKHOLDER’S VOTE IS IMPORTANT

EASY VOTING OPTIONS:

VOTE ON THE INTERNET

Log on to:

www.proxy-direct.com

or scan the QR code

Follow the on-screen instructions

available 24 hours

VOTE BY PHONE

Call 1-800-337-3503

Follow the recorded instructions

available 24 hours

VOTE BY MAIL

Vote, sign and date this Proxy Card
and return in the postage-paid
envelope

VOTE IN PERSON

Attend Shareholder Meeting

522 Fifth Avenue 3rd Floor

New York, NY 10036

on December 8, 2017

Please detach at perforation before mailing.

PROXY

MORGAN STANLEY INSTITUTIONAL FUND, INC.

ACTIVE INTERNATIONAL ALLOCATION PORTFOLIO

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 8, 2017

EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE AT THE TELEPHONIC MEETING on August 19, 2021 at 9:00 a.m. New York Time. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. Please detach at perforation before mailing. PROXY MORGAN STANLEY INSTITUTIONAL FUND, INC. REAL ASSETS PORTFOLIO SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 19, 2021 This proxy is solicited on behalf of the Board of Directors of Morgan Stanley Institutional Fund, Inc.

– Real Assets Portfolio (the “Portfolio”). The undersigned hereby constitutes and appoints John H. Gernon, Mary E. Mullin, Michael J. Key and Francesca Mead, 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 common shares of the Portfolio held of record by the undersigned on October 10, 2017June 30, 2021, at the Special Meeting of ShareholdersStockholders to be held at 522 Fifth Avenue, 3rd Floor, New York, NY 10036,by audio teleconference on December 8, 2017August 19, 2021, at 9:00 a.m., Eastern Time,New York time, and at any adjournments or postponements thereof. The undersigned hereby revokes any and all proxies with respect to such shares heretofore given by the undersigned.

This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned Shareholder,stockholder, and, in the discretion of such proxies, upon any and all other matters as may properly come before the meeting or any adjournments or postponements thereof. If no direction is made, this proxy will be voted “FOR” the Proposal. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1 - 8 00 - 33 7 - 350 3 MOR_32226_060821 xxxxxxxxxxxxxx 27804495.5.BUSINESS code

 

VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-800-337-3503

MSI_29292_091917


EVERY SHAREHOLDER’SSTOCKHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Special Meeting of ShareholdersStockholders to Be Heldbe held via audio teleconference only on December 8, 2017.

August 19, 2021. The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/mor-29292

mor-32226 Please detach at perforation before mailing.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:

Proposal

THE BOARD RECOMMENDS THAT YOU CAST YOUR VOTE “FOR” THE PROPOSAL AS DESCRIBED IN THE PROXY STATEMENT.

FOR

AGAINST

ABSTAIN

1.

To change the Fund's investment objective.

o

o

o

2.

To consider and act upon any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note: TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: A Proposal THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE “FOR” THE PROPOSAL AS DESCRIBED IN THE PROXY STATEMENT. FOR AGAINST ABSTAIN 1. To approve changing the Portfolio’s fundamental investment policy regarding industry concentration. 2. To consider and act upon any other business as may properly come before the Meeting and any adjournments or postponements thereof. Authorized Signatures  This section must be completed for your vote to be counted. Sign and Date Below B Note: Please sign exactly as your name(s) appear(s) on this proxy card,Proxy Card, and date it. When shares are held jointly, each holderstockholder should sign. When signing as attorney, executor, guardian, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

Date (mm/dd/yyyy) — Please print date below

Date (mm/dd/yyyy) Please print date below Signature 1 — Please keep signature within the box

Signature 2 — Please keep signature within the box

/      /

608999900109999999999

xxxxxxxxxxxxxx

MSI_29292

M    xxxxxxxx


MORGAN STANLEY INSTITUTIONAL FUND, INC. SPECIAL MEETING FOR HOLDERS AS OF 10/10/17 TO BE HELD ON 12/8/17 Your vote is important. Thank you for voting. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E33519-S64077 Important Notice Regarding the Availability of Proxy Materials forbox Signature 2 Please keep signature within the Shareholder Meeting. The following material is available at www.proxyvote.com: Proxy Statement ! PLEASE "X" HERE ONLY IF YOU PLAN TO ATTEND THE MEETING AND VOTE THESE SHARES IN PERSON For Against Abstain The Board of Directors recommends you vote FOR the following proposal: ! ! ! 1. To change the Fund’s investment objective. 2. To consider and act upon any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. Signature [PLEASE SIGN WITHIN BOX] Date Read the Proxy Statement and have the voting instruction form below at hand. Please note that the telephone and Internet voting turns off at 11:59 p.m. ET the night before the meeting or cutoff date. Vote by Internet: www.proxyvote.com Vote by Phone: 1-800-454-8683 Vote by Mail: Use the envelope enclosedbox xxxxxxxxxxxxxx MOR 32226 xxxxxxxx 27804495.5.BUSINESS Scanner bar code // X

 

MSIF REAL ASSETS PORTFOLIO - IS 08/19/21 at 09:00 A.M. EDT BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T., SUITE 1300 BRENTWOOD, NY 11717 Vote must be received by 08/18/2021 to be counted. 1472 0797 1133 0441 1-800-454-8683 Scan to view materials and vote via smartphone. MSIF REAL ASSETS PORTFOLIO - IS U09851 11

MSIF REAL ASSETS PORTFOLIO - IS 08/19/21 at 09:00 A.M. EDT BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T., SUITE 1300 BRENTWOOD, NY 11717 Vote must be received by 08/18/2021 to be counted. 1472 0797 1133 0441 1-800-454-8683 MSIF REAL ASSETS PORTFOLIO - IS U09851 11

HHSTS4

MSIF REAL ASSETS PORTFOLIO - C 08/19/21 at 09:00 A.M. EDT BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T., SUITE 1300 BRENTWOOD, NY 11717 Vote must be received by 08/18/2021 to be counted. 1472 0797 1243 7751 1-800-454-8683 Scan to view materials and vote via smartphone. MSIF REAL ASSETS PORTFOLIO - C U09852 11

MSIF REAL ASSETS PORTFOLIO - C 08/19/21 at 09:00 A.M. EDT BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T., SUITE 1300 BRENTWOOD, NY 11717 Vote must be received by 08/18/2021 to be counted. 1472 0797 1243 7751 1-800-454-8683 MSIF REAL ASSETS PORTFOLIO - C U09852 11

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MSIF REAL ASSETS PORTFOLIO - A 08/19/21 at 09:00 A.M. EDT BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T., SUITE 1300 BRENTWOOD, NY 11717 Vote must be received by 08/18/2021 to be counted. 1472 0797 1353 5061 1-800-454-8683 Scan to view materials and vote via smartphone. MSIF REAL ASSETS PORTFOLIO - A U09853 11

MSIF REAL ASSETS PORTFOLIO - A 08/19/21 at 09:00 A.M. EDT BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T., SUITE 1300 BRENTWOOD, NY 11717 Vote must be received by 08/18/2021 to be counted. 1472 0797 1353 5061 1-800-454-8683 MSIF REAL ASSETS PORTFOLIO - A U09853 11

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MSIF REAL ASSETS PORTFOLIO - I 08/19/21 at 09:00 A.M. EDT BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T., SUITE 1300 BRENTWOOD, NY 11717 Vote must be received by 08/18/2021 to be counted. 1472 0797 1463 2371 1-800-454-8683 Scan to view materials and vote via smartphone. MSIF REAL ASSETS PORTFOLIO - I U09854 11

MSIF REAL ASSETS PORTFOLIO - I 08/19/21 at 09:00 A.M. EDT BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T., SUITE 1300 BRENTWOOD, NY 11717 Vote must be received by 08/18/2021 to be counted. 1472 0797 1463 2371 1-800-454-8683 MSIF REAL ASSETS PORTFOLIO - I U09854 11

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