UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-05624
Morgan Stanley Institutional Fund, Inc.
(Exact name of registrant as specified in charter)
522 Fifth Avenue, New York, New York | 10036 |
(Address of principal executive offices) | (Zip code) |
John H. Gernon
522 Fifth Avenue, New York, New York 10036
(Name and address of agent for service)
Registrant's telephone number, including area code: 212-296-0289
Date of fiscal year end: December 31,
Date of reporting period: June 30, 2022
Item 1 - Report to Shareholders
Morgan Stanley Institutional Fund, Inc.
Emerging Markets Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 8 | | |
Statements of Changes in Net Assets | | | 9 | | |
Financial Highlights | | | 11 | | |
Notes to Financial Statements | | | 17 | | |
Investment Advisory Agreement Approval | | | 24 | | |
Liquidity Risk Management Program | | | 26 | | |
U.S. Customer Privacy Notice | | | 27 | | |
Director and Officer Information | | | 30 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Emerging Markets Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
Emerging Markets Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs, including redemption fees; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and redemption fees. Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Emerging Markets Portfolio Class I | | $ | 1,000.00 | | | $ | 737.40 | | | $ | 1,019.59 | | | $ | 4.52 | | | $ | 5.26 | | | | 1.05 | % | |
Emerging Markets Portfolio Class A | | | 1,000.00 | | | | 736.30 | | | | 1,018.00 | | | | 5.90 | | | | 6.85 | | | | 1.37 | | |
Emerging Markets Portfolio Class L | | | 1,000.00 | | | | 734.30 | | | | 1,015.37 | | | | 8.17 | | | | 9.49 | | | | 1.90 | | |
Emerging Markets Portfolio Class C | | | 1,000.00 | | | | 733.40 | | | | 1,014.13 | | | | 9.24 | | | | 10.74 | | | | 2.15 | | |
Emerging Markets Portfolio Class R6(1) | | | 1,000.00 | | | | 737.70 | | | | 1,020.08 | | | | 4.09 | | | | 4.76 | | | | 0.95 | | |
Emerging Markets Portfolio Class IR | | | 1,000.00 | | | | 737.70 | | | | 1,020.08 | | | | 4.09 | | | | 4.76 | | | | 0.95 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
Emerging Markets Portfolio
| | Shares | | Value (000) | |
Common Stocks (96.4%) | |
Argentina (1.2%) | |
Globant SA (a) | | | 36,729 | | | $ | 6,391 | | |
Brazil (4.1%) | |
Cia Brasileira de Aluminio | | | 833,355 | | | | 1,844 | | |
Itau Unibanco Holding SA (Preference) | | | 1,934,000 | | | | 8,377 | | |
Lojas Renner SA | | | 1,672,337 | | | | 7,228 | | |
Petroleo Brasileiro SA (Preference) | | | 802,287 | | | | 4,282 | | |
| | | 21,731 | | |
China (18.5%) | |
BYD Co., Ltd. H Shares (b) | | | 214,000 | | | | 8,626 | | |
China Construction Bank Corp. H Shares (b) | | | 17,954,120 | | | | 12,106 | | |
China Mengniu Dairy Co., Ltd. (b) | | | 1,610,000 | | | | 8,071 | | |
China Merchants Bank Co., Ltd. H Shares (b) | | | 1,396,500 | | | | 9,433 | | |
China Resources Beer Holdings Co., Ltd. (b) | | | 1,012,000 | | | | 7,563 | | |
China Tourism Group Duty Free Corp. Ltd., Class A | | | 52,300 | | | | 1,823 | | |
Hua Hong Semiconductor Ltd. (a)(b) | | | 313,000 | | | | 1,136 | | |
JD.com, Inc., Class A (b) | | | 25,523 | | | | 822 | | |
Jiangsu Hengrui Medicine Co., Ltd., Class A | | | 452,059 | | | | 2,509 | | |
Kweichow Moutai Co., Ltd., Class A | | | 23,149 | | | | 7,080 | | |
Li Ning Co., Ltd. (b) | | | 499,000 | | | | 4,646 | | |
Proya Cosmetics Co. Ltd., Class A | | | 102,620 | | | | 2,533 | | |
Shenzhou International Group Holdings Ltd. (b) | | | 538,600 | | | | 6,574 | | |
Sungrow Power Supply Co. Ltd. | | | 170,495 | | | | 2,510 | | |
Tencent Holdings Ltd. (b) | | | 405,800 | | | | 18,369 | | |
Will Semiconductor Co. Ltd. Shanghai | | | 41,500 | | | | 1,077 | | |
Zijin Mining Group Co., Ltd. H Shares (b) | | | 2,106,000 | | | | 2,563 | | |
| | | 97,441 | | |
Czech Republic (1.0%) | |
Komercni Banka AS | | | 185,895 | | | | 5,263 | | |
Germany (0.9%) | |
Infineon Technologies AG | | | 190,841 | | | | 4,642 | | |
India (20.3%) | |
Asian Paints Ltd. | | | 121,334 | | | | 4,154 | | |
Bajaj Auto Ltd. | | | 128,690 | | | | 6,061 | | |
Eicher Motors Ltd. | | | 82,273 | | | | 2,923 | | |
Gland Pharma Ltd. (a) | | | 76,869 | | | | 2,637 | | |
HDFC Bank Ltd. ADR | | | 175,844 | | | | 9,664 | | |
Hindalco Industries Ltd. | | | 1,554,521 | | | | 6,704 | | |
Housing Development Finance Corp., Ltd. | | | 187,089 | | | | 5,176 | | |
ICICI Bank Ltd. | | | 1,317,854 | | | | 11,840 | | |
ICICI Prudential Life Insurance Co., Ltd. | | | 620,093 | | | | 3,853 | | |
Infosys Ltd. | | | 357,609 | | | | 6,647 | | |
Infosys Ltd. ADR | | | 112,779 | | | | 2,088 | | |
Macrotech Developers Ltd. | | | 120,192 | | | | 1,635 | | |
Mahindra & Mahindra Financial Services Ltd. | | | 1,675,703 | | | | 3,738 | | |
Mahindra & Mahindra Ltd. | | | 397,468 | | | | 5,528 | | |
MakeMyTrip Ltd. (a)(c) | | | 102,976 | | | | 2,644 | | |
Max Healthcare Institute Ltd. (a) | | | 862,036 | | | | 4,019 | | |
Reliance Industries Ltd. | | | 510,467 | | | | 16,855 | | |
| | Shares | | Value (000) | |
Shree Cement Ltd. | | | 9,326 | | | $ | 2,253 | | |
State Bank of India | | | 1,422,887 | | | | 8,438 | | |
| | | 106,857 | | |
Indonesia (2.6%) | |
Bank Central Asia Tbk PT | | | 12,468,100 | | | | 6,071 | | |
Bank Mandiri Persero Tbk PT | | | 9,229,800 | | | | 4,929 | | |
Bank Rakyat Indonesia Persero Tbk PT | | | 8,755,800 | | | | 2,445 | | |
| | | 13,445 | | |
Korea, Republic of (9.5%) | |
KB Financial Group, Inc. | | | 151,134 | | | | 5,644 | | |
Kia Corp. | | | 52,770 | | | | 3,149 | | |
LG Chem Ltd. | | | 7,602 | | | | 3,020 | | |
NAVER Corp. | | | 12,592 | | | | 2,349 | | |
Samsung Electronics Co., Ltd. | | | 550,562 | | | | 24,284 | | |
Samsung SDI Co., Ltd. | | | 9,922 | | | | 4,092 | | |
SK Hynix, Inc. | | | 107,759 | | | | 7,609 | | |
| | | 50,147 | | |
Mexico (3.9%) | |
Grupo Financiero Banorte SAB de CV Series O | | | 1,963,690 | | | | 10,953 | | |
Wal-Mart de Mexico SAB de CV | | | 2,794,098 | | | | 9,615 | | |
| | | 20,568 | | |
Netherlands (0.7%) | |
ASML Holding NV | | | 7,165 | | | | 3,410 | | |
Panama (1.5%) | |
Copa Holdings SA, Class A (a) | | | 127,398 | | | | 8,073 | | |
Poland (1.8%) | |
Dino Polska SA (a) | | | 41,241 | | | | 2,942 | | |
LPP SA | | | 3,177 | | | | 6,418 | | |
| | | 9,360 | | |
Portugal (1.3%) | |
Galp Energia SGPS SA | | | 586,184 | | | | 6,859 | | |
South Africa (5.8%) | |
Anglo American Platinum Ltd. | | | 88,273 | | | | 7,702 | | |
Anglo American PLC | | | 378,233 | | | | 13,550 | | |
Capitec Bank Holdings Ltd. | | | 76,438 | | | | 9,368 | | |
| | | 30,620 | | |
Taiwan (15.0%) | |
Airtac International Group | | | 273,448 | | | | 9,127 | | |
ASE Technology Holding Co., Ltd. | | | 961,626 | | | | 2,477 | | |
CTBC Financial Holding Co., Ltd. | | | 6,513,000 | | | | 5,509 | | |
Delta Electronics, Inc. | | | 1,487,000 | | | | 11,087 | | |
Silergy Corp. | | | 53,000 | | | | 4,286 | | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 1,643,205 | | | | 26,335 | | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | | 222,162 | | | | 18,162 | | |
Voltronic Power Technology Corp. | | | 32,000 | | | | 1,552 | | |
| | | 78,535 | | |
Thailand (0.6%) | |
Ngern Tid Lor PCL | | | 3,458,969 | | | | 2,868 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments (cont'd)
Emerging Markets Portfolio
| | Shares | | Value (000) | |
United Kingdom (3.0%) | |
Antofagasta PLC | | | 436,310 | | | $ | 6,161 | | |
Mondi PLC (c) | | | 532,517 | | | | 9,463 | | |
| | | 15,624 | | |
United States (4.7%) | |
Applied Materials, Inc. | | | 31,503 | | | | 2,866 | | |
EPAM Systems, Inc. (a) | | | 15,428 | | | | 4,548 | | |
MercadoLibre, Inc. (a) | | | 7,179 | | | | 4,572 | | |
NIKE, Inc., Class B | | | 48,351 | | | | 4,941 | | |
NVIDIA Corp. | | | 51,353 | | | | 7,785 | | |
| | | 24,712 | | |
Total Common Stocks (Cost $477,001) | | | 506,546 | | |
Short-Term Investment (3.7%) | |
Investment Company (3.7%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $19,623) | | | 19,622,526 | | | | 19,623 | | |
Total Investments (100.1%) (Cost $496,624) Including $6,456 of Securities Loaned (d)(e) | | | 526,169 | | |
Liabilities in Excess of Other Assets (–0.1%) | | | (600 | ) | |
Net Assets (100.0%) | | $ | 525,569 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) Security trades on the Hong Kong exchange.
(c) All or a portion of this security was on loan at June 30, 2022.
(d) The approximate fair value and percentage of net assets, $389,103,000 and 74.0%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.
(e) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $89,146,000 and the aggregate gross unrealized depreciation is approximately $59,601,000, resulting in net unrealized appreciation of approximately $29,545,000.
ADR American Depositary Receipt.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 46.3 | % | |
Banks | | | 20.9 | | |
Semiconductors & Semiconductor Equipment | | | 15.2 | | |
Metals & Mining | | | 7.3 | | |
Oil, Gas & Consumable Fuels | | | 5.3 | | |
Automobiles | | | 5.0 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Emerging Markets Portfolio
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $477,001) | | $ | 506,546 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $19,623) | | | 19,623 | | |
Total Investments in Securities, at Value (Cost $496,624) | | | 526,169 | | |
Foreign Currency, at Value (Cost $496) | | | 484 | | |
Cash | | | 19 | | |
Dividends Receivable | | | 2,728 | | |
Receivable for Fund Shares Sold | | | 261 | | |
Tax Reclaim Receivable | | | 128 | | |
Receivable from Affiliate | | | 19 | | |
Receivable from Securities Lending Income | | | 1 | | |
Other Assets | | | 143 | | |
Total Assets | | | 529,952 | | |
Liabilities: | |
Deferred Capital Gain Country Tax | | | 2,187 | | |
Payable for Advisory Fees | | | 1,073 | | |
Payable for Investments Purchased | | | 701 | | |
Payable for Fund Shares Redeemed | | | 153 | | |
Payable for Custodian Fees | | | 100 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 46 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | 24 | | |
Payable for Transfer Agency Fees | | | 10 | | |
Payable for Transfer Agency Fees — Class I | | | 10 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Payable for Professional Fees | | | 12 | | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 63 | | |
Total Liabilities | | | 4,383 | | |
Net Assets | | $ | 525,569 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 474,124 | | |
Total Distributable Earnings | | | 51,445 | | |
Net Assets | | $ | 525,569 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Emerging Markets Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 196,131 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 10,456,848 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 18.76 | | |
CLASS A: | |
Net Assets | | $ | 6,170 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 339,493 | | |
Net Asset Value, Redemption Price Per Share | | $ | 18.18 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.01 | | |
Maximum Offering Price Per Share | | $ | 19.19 | | |
CLASS L: | |
Net Assets | | $ | 233 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 13,171 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.66 | | |
CLASS C: | |
Net Assets | | $ | 251 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 14,245 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.60 | | |
CLASS R6:* | |
Net Assets | | $ | 322,775 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 17,207,427 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 18.76 | | |
CLASS IR: | |
Net Assets | | $ | 9 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 480 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 18.76 | | |
(1) Including: Securities on Loan, at Value: | | $ | 6,456 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Emerging Markets Portfolio
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $1,120 of Foreign Taxes Withheld) | | $ | 8,721 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 33 | | |
Income from Securities Loaned — Net | | | 17 | | |
Total Investment Income | | | 8,771 | | |
Expenses: | |
Advisory Fees (Note B) | | | 2,544 | | |
Administration Fees (Note C) | | | 245 | | |
Custodian Fees (Note F) | | | 165 | | |
Sub Transfer Agency Fees — Class I | | | 117 | | |
Sub Transfer Agency Fees — Class A | | | 5 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Professional Fees | | | 87 | | |
Registration Fees | | | 36 | | |
Transfer Agency Fees — Class I (Note E) | | | 18 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 2 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Shareholder Reporting Fees | | | 22 | | |
Shareholder Services Fees — Class A (Note D) | | | 9 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 1 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 2 | | |
Directors' Fees and Expenses | | | 5 | | |
Pricing Fees | | | 3 | | |
Interest Expenses | | | 6 | | |
Other Expenses | | | 15 | | |
Total Expenses | | | 3,287 | | |
Waiver of Advisory Fees (Note B) | | | (214 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (21 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (2 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (6 | ) | |
Net Expenses | | | 3,041 | | |
Net Investment Income | | | 5,730 | | |
Realized Gain (Loss): | |
Investments Sold (Net of $86 of Capital Gain Country Tax) | | | 4,702 | | |
Foreign Currency Translation | | | (410 | ) | |
Net Realized Gain | | | 4,292 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $845) | | | (197,517 | ) | |
Foreign Currency Translation | | | (59 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (197,576 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (193,284 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (187,554 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Emerging Markets Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 5,730 | | | $ | 5,140 | | |
Net Realized Gain | | | 4,292 | | | | 108,608 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (197,576 | ) | | | (86,450 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (187,554 | ) | | | 27,298 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (22,807 | ) | |
Class A | | | — | | | | (742 | ) | |
Class L | | | — | | | | (18 | ) | |
Class C | | | — | | | | (33 | ) | |
Class R6* | | | — | | | | (36,896 | ) | |
Class IR | | | — | | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (60,497 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 19,456 | | | | 44,505 | | |
Distributions Reinvested | | | — | | | | 22,052 | | |
Redeemed | | | (25,298 | ) | | | (95,980 | ) | |
Class A: | |
Subscribed | | | 998 | | | | 3,724 | | |
Distributions Reinvested | | | — | | | | 740 | | |
Redeemed | | | (1,705 | ) | | | (2,711 | ) | |
Class L: | |
Exchanged | | | 63 | | | | 38 | | |
Distributions Reinvested | | | — | | | | 18 | | |
Redeemed | | | — | | | | (26 | ) | |
Class C: | |
Subscribed | | | 73 | | | | 579 | | |
Distributions Reinvested | | | — | | | | 33 | | |
Redeemed | | | (246 | ) | | | (589 | ) | |
Class R6:* | |
Subscribed | | | 12,453 | | | | 37,143 | | |
Distributions Reinvested | | | — | | | | 36,896 | | |
Redeemed | | | (14,805 | ) | | | (52,934 | ) | |
Class IR: | |
Distributions Reinvested | | | — | | | | 1 | | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (9,011 | ) | | | (6,511 | ) | |
Redemption Fees | | | — | @ | | | — | @ | |
Total Decrease in Net Assets | | | (196,565 | ) | | | (39,710 | ) | |
Net Assets: | |
Beginning of Period | | | 722,134 | | | | 761,844 | | |
End of Period | | $ | 525,569 | | | $ | 722,134 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Emerging Markets Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 905 | | | | 1,578 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 890 | | |
Shares Redeemed | | | (1,157 | ) | | | (3,409 | ) | |
Net Decrease in Class I Shares Outstanding | | | (252 | ) | | | (941 | ) | |
Class A: | |
Shares Subscribed | | | 45 | | | | 138 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 31 | | |
Shares Redeemed | | | (79 | ) | | | (98 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (34 | ) | | | 71 | | |
Class L: | |
Shares Exchanged | | | 3 | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | — | | | | (1 | ) | |
Net Increase in Class L Shares Outstanding | | | 3 | | | | 1 | | |
Class C: | |
Shares Subscribed | | | 3 | | | | 22 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (11 | ) | | | (22 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (8 | ) | | | 1 | | |
Class R6:* | |
Shares Subscribed | | | 577 | | | | 1,306 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,490 | | |
Shares Redeemed | | | (664 | ) | | | (1,904 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | (87 | ) | | | 892 | | |
Class IR: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Emerging Markets Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 25.44 | | | $ | 26.85 | | | $ | 23.69 | | | $ | 22.53 | | | $ | 27.95 | | | $ | 20.83 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.20 | | | | 0.17 | | | | 0.13 | | | | 0.41 | | | | 0.28 | | | | 0.19 | | |
Net Realized and Unrealized Gain (Loss) | | | (6.88 | ) | | | 0.73 | | | | 3.32 | | | | 3.92 | | | | (5.15 | ) | | | 7.10 | | |
Total from Investment Operations | | | (6.68 | ) | | | 0.90 | | | | 3.45 | | | | 4.33 | | | | (4.87 | ) | | | 7.29 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.46 | ) | | | (0.14 | ) | | | (0.18 | ) | | | (0.35 | ) | | | (0.17 | ) | |
Net Realized Gain | | | — | | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | | | — | | |
Total Distributions | | | — | | | | (2.31 | ) | | | (0.29 | ) | | | (3.17 | ) | | | (0.55 | ) | | | (0.17 | ) | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 18.76 | | | $ | 25.44 | | | $ | 26.85 | | | $ | 23.69 | | | $ | 22.53 | | | $ | 27.95 | | |
Total Return(3) | | | (26.26 | )%(6) | | | 3.55 | % | | | 14.58 | % | | | 19.44 | % | | | (17.32 | )% | | | 34.97 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 196,131 | | | $ | 272,406 | | | $ | 312,834 | | | $ | 277,114 | | | $ | 229,132 | | | $ | 342,400 | | |
Ratio of Expenses Before Expense Limitation | | | 1.14 | %(7) | | | 1.09 | % | | | 1.10 | % | | | 1.16 | % | | | N/A | | | | 1.07 | % | |
Ratio of Expenses After Expense Limitation | | | 1.05 | %(4)(7) | | | 1.05 | %(4) | | | 1.05 | %(4) | | | 1.05 | %(4) | | | 1.03 | %(4) | | | 1.04 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.05 | %(4)(7) | | | 1.05 | %(4) | | | 1.05 | %(4) | | | 1.05 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 1.81 | %(4)(7) | | | 0.61 | %(4) | | | 0.58 | %(4) | | | 1.69 | %(4) | | | 1.08 | %(4) | | | 0.75 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 24 | %(6) | | | 39 | % | | | 57 | % | | | 58 | % | | | 56 | % | | | 35 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Emerging Markets Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 24.69 | | | $ | 26.13 | | | $ | 23.05 | | | $ | 21.99 | | | $ | 27.24 | | | $ | 20.31 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.16 | | | | 0.08 | | | | 0.05 | | | | 0.30 | | | | 0.20 | | | | 0.10 | | |
Net Realized and Unrealized Gain (Loss) | | | (6.67 | ) | | | 0.71 | | | | 3.22 | | | | 3.85 | | | | (5.01 | ) | | | 6.92 | | |
Total from Investment Operations | | | (6.51 | ) | | | 0.79 | | | | 3.27 | | | | 4.15 | | | | (4.81 | ) | | | 7.02 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.38 | ) | | | (0.04 | ) | | | (0.10 | ) | | | (0.24 | ) | | | (0.09 | ) | |
Net Realized Gain | | | — | | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | | | — | | |
Total Distributions | | | — | | | | (2.23 | ) | | | (0.19 | ) | | | (3.09 | ) | | | (0.44 | ) | | | (0.09 | ) | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 18.18 | | | $ | 24.69 | | | $ | 26.13 | | | $ | 23.05 | | | $ | 21.99 | | | $ | 27.24 | | |
Total Return(3) | | | (26.37 | )%(6) | | | 3.23 | % | | | 14.21 | % | | | 19.08 | % | | | (17.58 | )% | | | 34.54 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 6,170 | | | $ | 9,222 | | | $ | 7,907 | | | $ | 11,195 | | | $ | 13,605 | | | $ | 23,952 | | |
Ratio of Expenses Before Expense Limitation | | | 1.44 | %(7) | | | 1.39 | % | | | 1.43 | % | | | 1.43 | % | | | N/A | | | | 1.40 | % | |
Ratio of Expenses After Expense Limitation | | | 1.37 | %(4)(7) | | | 1.36 | %(4) | | | 1.38 | %(4) | | | 1.34 | %(4) | | | 1.34 | %(4) | | | 1.36 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.37 | %(4)(7) | | | 1.36 | %(4) | | | 1.38 | %(4) | | | 1.34 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 1.47 | %(4)(7) | | | 0.28 | %(4) | | | 0.24 | %(4) | | | 1.26 | %(4) | | | 0.78 | %(4) | | | 0.42 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 24 | %(6) | | | 39 | % | | | 57 | % | | | 58 | % | | | 56 | % | | | 35 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratios of Expense After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Emerging Markets Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 24.05 | | | $ | 25.51 | | | $ | 22.59 | | | $ | 21.64 | | | $ | 26.85 | | | $ | 20.08 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.12 | | | | (0.06 | ) | | | (0.08 | ) | | | 0.17 | | | | 0.05 | | | | (0.01 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (6.51 | ) | | | 0.68 | | | | 3.15 | | | | 3.77 | | | | (4.91 | ) | | | 6.80 | | |
Total from Investment Operations | | | (6.39 | ) | | | 0.62 | | | | 3.07 | | | | 3.94 | | | | (4.86 | ) | | | 6.79 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.23 | ) | | | — | | | | — | | | | (0.15 | ) | | | (0.02 | ) | |
Net Realized Gain | | | — | | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | | | — | | |
Total Distributions | | | — | | | | (2.08 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.35 | ) | | | (0.02 | ) | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 17.66 | | | $ | 24.05 | | | $ | 25.51 | | | $ | 22.59 | | | $ | 21.64 | | | $ | 26.85 | | |
Total Return(3) | | | (26.57 | )%(6) | | | 2.64 | % | | | 13.65 | % | | | 18.37 | % | | | (18.03 | )% | | | 33.80 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 233 | | | $ | 233 | | | $ | 215 | | | $ | 210 | | | $ | 292 | | | $ | 253 | | |
Ratio of Expenses Before Expense Limitation | | | 2.78 | %(7) | | | 2.69 | % | | | 3.06 | % | | | 2.47 | % | | | 2.55 | % | | | 2.54 | % | |
Ratio of Expenses After Expense Limitation | | | 1.90 | %(4)(7) | | | 1.90 | %(4) | | | 1.90 | %(4) | | | 1.90 | %(4) | | | 1.89 | %(4) | | | 1.90 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.90 | %(4)(7) | | | 1.90 | %(4) | | | 1.90 | %(4) | | | 1.90 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 1.12 | %(4)(7) | | | (0.23 | )%(4) | | | (0.40 | )%(4) | | | 0.73 | %(4) | | | 0.20 | %(4) | | | (0.03 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 24 | %(6) | | | 39 | % | | | 57 | % | | | 58 | % | | | 56 | % | | | 35 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Emerging Markets Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 24.01 | | | $ | 25.29 | | | $ | 22.45 | | | $ | 21.57 | | | $ | 26.66 | | | $ | 19.99 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.06 | | | | (0.10 | ) | | | (0.11 | ) | | | 0.11 | | | | 0.04 | | | | (0.09 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (6.47 | ) | | | 0.67 | | | | 3.10 | | | | 3.76 | | | | (4.93 | ) | | | 6.78 | | |
Total from Investment Operations | | | (6.41 | ) | | | 0.57 | | | | 2.99 | | | | 3.87 | | | | (4.89 | ) | | | 6.69 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(2) | | | (0.02 | ) | |
Net Realized Gain | | | — | | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | | | — | | |
Total Distributions | | | — | | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | | | (0.02 | ) | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 17.60 | | | $ | 24.01 | | | $ | 25.29 | | | $ | 22.45 | | | $ | 21.57 | | | $ | 26.66 | | |
Total Return(3) | | | (26.66 | )%(6) | | | 2.43 | % | | | 13.32 | % | | | 18.16 | % | | | (18.26 | )% | | | 33.45 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 251 | | | $ | 531 | | | $ | 530 | | | $ | 454 | | | $ | 309 | | | $ | 817 | | |
Ratio of Expenses Before Expense Limitation | | | 2.82 | %(7) | | | 2.42 | % | | | 2.60 | % | | | 2.58 | % | | | 2.37 | % | | | 2.30 | % | |
Ratio of Expenses After Expense Limitation | | | 2.15 | %(4)(7) | | | 2.15 | %(4) | | | 2.15 | %(4) | | | 2.15 | %(4) | | | 2.14 | %(4) | | | 2.15 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.15 | %(4)(7) | | | 2.15 | %(4) | | | 2.15 | %(4) | | | 2.15 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.53 | %(4)(7) | | | (0.39 | )%(4) | | | (0.53 | )%(4) | | | 0.47 | %(4) | | | 0.17 | %(4) | | | (0.36 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 24 | %(6) | | | 39 | % | | | 57 | % | | | 58 | % | | | 56 | % | | | 35 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Emerging Markets Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 25.43 | | | $ | 26.85 | | | $ | 23.68 | | | $ | 22.52 | | | $ | 27.96 | | | $ | 20.83 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.21 | | | | 0.20 | | | | 0.15 | | | | 0.36 | | | | 0.31 | | | | 0.21 | | |
Net Realized and Unrealized Gain (Loss) | | | (6.88 | ) | | | 0.72 | | | | 3.33 | | | | 4.00 | | | | (5.17 | ) | | | 7.11 | | |
Total from Investment Operations | | | (6.67 | ) | | | 0.92 | | | | 3.48 | | | | 4.36 | | | | (4.86 | ) | | | 7.32 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.49 | ) | | | (0.16 | ) | | | (0.21 | ) | | | (0.38 | ) | | | (0.19 | ) | |
Net Realized Gain | | | — | | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | | | — | | |
Total Distributions | | | — | | | | (2.34 | ) | | | (0.31 | ) | | | (3.20 | ) | | | (0.58 | ) | | | (0.19 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 18.76 | | | $ | 25.43 | | | $ | 26.85 | | | $ | 23.68 | | | $ | 22.52 | | | $ | 27.96 | | |
Total Return(4) | | | (26.23 | )%(7) | | | 3.63 | % | | | 14.73 | % | | | 19.58 | % | | | (17.25 | )% | | | 35.09 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 322,775 | | | $ | 439,730 | | | $ | 440,346 | | | $ | 524,416 | | | $ | 797,029 | | | $ | 1,034,348 | | |
Ratio of Expenses Before Expense Limitation | | | 1.02 | %(8) | | | 0.98 | % | | | 1.00 | % | | | 1.04 | % | | | N/A | | | | 0.98 | % | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(8) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.92 | %(5) | | | 0.95 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.95 | %(5)(8) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 1.92 | %(5)(8) | | | 0.71 | %(5) | | | 0.67 | %(5) | | | 1.47 | %(5) | | | 1.21 | %(5) | | | 0.82 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 24 | %(7) | | | 39 | % | | | 57 | % | | | 58 | % | | | 56 | % | | | 35 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Emerging Markets Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 25.43 | | | $ | 26.85 | | | $ | 23.68 | | | $ | 22.54 | | | $ | 26.23 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.21 | | | | 0.20 | | | | 0.12 | | | | 0.40 | | | | 0.20 | | |
Net Realized and Unrealized Gain (Loss) | | | (6.88 | ) | | | 0.72 | | | | 3.36 | | | | 3.94 | | | | (3.31 | ) | |
Total from Investment Operations | | | (6.67 | ) | | | 0.92 | | | | 3.48 | | | | 4.34 | | | | (3.11 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.49 | ) | | | (0.16 | ) | | | (0.21 | ) | | | (0.38 | ) | |
Net Realized Gain | | | — | | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | |
Total Distributions | | | — | | | | (2.34 | ) | | | (0.31 | ) | | | (3.20 | ) | | | (0.58 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 18.76 | | | $ | 25.43 | | | $ | 26.85 | | | $ | 23.68 | | | $ | 22.54 | | |
Total Return(4) | | | (26.23 | )%(7) | | | 3.63 | % | | | 14.73 | % | | | 19.53 | % | | | (11.82 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 9 | | | $ | 12 | | | $ | 12 | | | $ | 10 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 18.81 | %(8) | | | 16.98 | % | | | 21.21 | % | | | 21.52 | % | | | 19.46 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(8) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.93 | %(5)(8) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.95 | %(5)(8) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | N/A | | |
Ratio of Net Investment Income | | | 1.92 | %(5)(8) | | | 0.71 | %(5) | | | 0.55 | %(5) | | | 1.62 | %(5) | | | 1.56 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | (0.01 | )%(8) | |
Portfolio Turnover Rate | | | 24 | %(7) | | | 39 | % | | | 57 | % | | | 58 | % | | | 56 | % | |
(1) Commencement of Offering.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Emerging Markets Portfolio. The Fund seeks long-term capital appreciation by investing primarily in growth-oriented equity securities of issuers in emerging market countries.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market;
(2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in
the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Airlines | | $ | 8,073 | | | $ | — | | | $ | — | | | $ | 8,073 | | |
Automobiles | | | — | | | | 26,287 | | | | — | | | | 26,287 | | |
Banks | | | 28,994 | | | | 81,046 | | | | — | | | | 110,040 | | |
Beverages | | | — | | | | 14,643 | | | | — | | | | 14,643 | | |
Chemicals | | | — | | | | 7,174 | | | | — | | | | 7,174 | | |
Construction Materials | | | — | | | | 2,253 | | | | — | | | | 2,253 | | |
Consumer Finance | | | — | | | | 6,606 | | | | — | | | | 6,606 | | |
Electrical Equipment | | | — | | | | 4,062 | | | | — | | | | 4,062 | | |
Electronic Equipment, Instruments & Components | | | — | | | | 15,179 | | | | — | | | | 15,179 | | |
Food & Staples Retailing | | | 9,615 | | | | 2,942 | | | | — | | | | 12,557 | | |
Food Products | | | — | | | | 8,071 | | | | — | | | | 8,071 | | |
Health Care Providers & Services | | | — | | | | 4,019 | | | | — | | | | 4,019 | | |
Hotels, Restaurants & Leisure | | | 2,644 | | | | — | | | | — | | | | 2,644 | | |
Information Technology Services | | | 13,027 | | | | 6,647 | | | | — | | | | 19,674 | | |
Insurance | | | — | | | | 3,853 | | | | — | | | | 3,853 | | |
Interactive Media & Services | | | — | | | | 20,718 | | | | — | | | | 20,718 | | |
Internet & Direct Marketing Retail | | | 4,572 | | | | 822 | | | | — | | | | 5,394 | | |
Machinery | | | — | | | | 9,127 | | | | — | | | | 9,127 | | |
Metals & Mining | | | 1,844 | | | | 36,680 | | | | — | | | | 38,524 | | |
Multi-Line Retail | | | 7,228 | | | | — | | | | — | | | | 7,228 | | |
Oil, Gas & Consumable Fuels | | | 4,282 | | | | 23,714 | | | | — | | | | 27,996 | | |
Paper & Forest Products | | | — | | | | 9,463 | | | | — | | | | 9,463 | | |
Personal Products | | | — | | | | 2,533 | | | | — | | | | 2,533 | | |
Pharmaceuticals | | | — | | | | 5,146 | | | | — | | | | 5,146 | | |
Real Estate Management & Development | | | — | | | | 1,635 | | | | — | | | | 1,635 | | |
Semiconductors & Semiconductor Equipment | | | 32,223 | | | | 47,562 | | | | — | | | | 79,785 | | |
Specialty Retail | | | — | | | | 1,823 | | | | — | | | | 1,823 | | |
Tech Hardware, Storage & Peripherals | | | — | | | | 24,284 | | | | — | | | | 24,284 | | |
Textiles, Apparel & Luxury Goods | | | 4,941 | | | | 17,638 | | | | — | | | | 22,579 | | |
Thrifts & Mortgage Finance | | | — | | | | 5,176 | | | | — | | | | 5,176 | | |
Total Common Stocks | | | 117,443 | | | | 389,103 | | | | — | | | | 506,546 | | |
Short-Term Investment | |
Investment Company | | | 19,623 | | | | — | | | | — | | | | 19,623 | | |
Total Assets | | $ | 137,066 | | | $ | 389,103 | | | $ | — | | | $ | 526,169 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 6,456 | (a) | | $ | — | | | $ | (6,456 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received non-cash collateral of approximately $6,954,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.
(c) The actual collateral received is greater than the amount shown here due to overcollateralization.
5. Redemption Fees: The Fund will assess a 2% redemption fee, on Class I shares, Class A shares, Class L shares, Class C shares, Class R6 shares and Class IR shares which is paid directly to the Fund, for shares redeemed or exchanged within thirty days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading. These fees, if any, are included in the Statements of Changes in Net Assets.
6. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
7. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
8. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $500 million | | Next $500 million | | Next $1.5 billion | | Over $2.5 billion | |
| 0.85 | % | | | 0.75 | % | | | 0.70 | % | | | 0.65 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.76% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.05% for Class I shares, 1.40% for Class A shares, 1.90% for Class L shares, 2.15% for Class C shares, 0.95% for Class R6 shares and 0.95% for Class IR shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $214,000 of advisory fees were waived and approximately $26,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services
subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $148,817,000 and $167,584,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Government Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $6,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 8,133 | | | $ | 102,899 | | | $ | 91,409 | | | $ | 33 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 19,623 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 11,076 | | | $ | 49,421 | | | $ | 4,274 | | | $ | 4,178 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2021.
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$— | | $17,251 | |
During the year ended December 31, 2021, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $36,438,000.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months
ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 67.0%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser, Sub-Adviser and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-year period but below its peer group average for the three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
30
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIEMSAN
4877725 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Global Concentrated Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 6 | | |
Statements of Changes in Net Assets | | | 7 | | |
Financial Highlights | | | 8 | | |
Notes to Financial Statements | | | 12 | | |
Investment Advisory Agreement Approval | | | 18 | | |
Liquidity Risk Management Program | | | 20 | | |
U.S. Customer Privacy Notice | | | 21 | | |
Director and Officer Information | | | 24 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Global Concentrated Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
Global Concentrated Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Global Concentrated Portfolio Class I | | $ | 1,000.00 | | | $ | 750.10 | | | $ | 1,019.84 | | | $ | 4.34 | | | $ | 5.01 | | | | 1.00 | % | |
Global Concentrated Portfolio Class A | | | 1,000.00 | | | | 749.50 | | | | 1,018.35 | | | | 5.64 | | | | 6.51 | | | | 1.30 | | |
Global Concentrated Portfolio Class C | | | 1,000.00 | | | | 746.50 | | | | 1,014.68 | | | | 8.83 | | | | 10.19 | | | | 2.04 | | |
Global Concentrated Portfolio Class R6(1) | | | 1,000.00 | | | | 750.50 | | | | 1,020.08 | | | | 4.12 | | | | 4.76 | | | | 0.95 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
Global Concentrated Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.7%) | |
Cayman Islands (9.1%) | |
NetEase, Inc. ADR | | | 42,366 | | | $ | 3,955 | | |
Tencent Holdings Ltd. ADR | | | 82,620 | | | | 3,750 | | |
| | | 7,705 | | |
France (8.5%) | |
LVMH Moet Hennessy Louis Vuitton SE ADR | | | 59,047 | | | | 7,217 | | |
India (6.1%) | |
HDFC Bank Ltd. ADR | | | 93,901 | | | | 5,161 | | |
Netherlands (6.0%) | |
Ferrari NV | | | 27,563 | | | | 5,057 | | |
Taiwan (6.7%) | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | | 69,486 | | | | 5,681 | | |
United States (62.3%) | |
Ameriprise Financial, Inc. | | | 14,793 | | | | 3,516 | | |
Costco Wholesale Corp. | | | 8,684 | | | | 4,162 | | |
Danaher Corp. | | | 22,367 | | | | 5,670 | | |
Domino's Pizza, Inc. | | | 3,260 | | | | 1,270 | | |
Estee Lauder Cos., Inc., Class A | | | 6,429 | | | | 1,637 | | |
JPMorgan Chase & Co. | | | 13,276 | | | | 1,495 | | |
Mastercard, Inc., Class A | | | 8,206 | | | | 2,589 | | |
Microsoft Corp. | | | 29,092 | | | | 7,472 | | |
NextEra Energy, Inc. | | | 45,047 | | | | 3,489 | | |
Pool Corp. | | | 4,964 | | | | 1,744 | | |
STORE Capital Corp. REIT | | | 223,634 | | | | 5,832 | | |
SVB Financial Group (a) | | | 14,395 | | | | 5,686 | | |
United Rentals, Inc. (a) | | | 17,718 | | | | 4,304 | | |
Waste Management, Inc. | | | 26,491 | | | | 4,053 | | |
| | | 52,919 | | |
Total Common Stocks (Cost $87,445) | | | 83,740 | | |
Investment Company (0.3%) | |
United States (0.3%) | |
Invesco China Technology ETF (a) (Cost $324) | | | 4,670 | | | | 236 | | |
Short-Term Investment (0.9%) | |
Investment Company (0.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $803) | | | 803,327 | | | | 803 | | |
Total Investments (99.9%) (Cost $88,572) (b) | | | 84,779 | | |
Other Assets in Excess of Liabilities (0.1%) | | | 88 | | |
Net Assets (100.0%) | | $ | 84,867 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $2,978,000 and the aggregate gross unrealized depreciation is approximately $6,771,000, resulting in net unrealized depreciation of approximately $3,793,000.
ADR American Depositary Receipt.
ETF Exchange Traded Fund.
REIT Real Estate Investment Trust.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 36.8 | % | |
Banks | | | 14.5 | | |
Software | | | 8.8 | | |
Textiles, Apparel & Luxury Goods | | | 8.5 | | |
Equity Real Estate Investment Trusts (REITs) | | | 6.9 | | |
Semiconductors & Semiconductor Equipment | | | 6.7 | | |
Life Sciences Tools & Services | | | 6.7 | | |
Automobiles | | | 6.0 | | |
Trading Companies & Distributors | | | 5.1 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Concentrated Portfolio
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $87,769) | | $ | 83,976 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $803) | | | 803 | | |
Total Investments in Securities, at Value (Cost $88,572) | | | 84,779 | | |
Receivable for Investments Sold | | | 261 | | |
Dividends Receivable | | | 170 | | |
Tax Reclaim Receivable | | | 11 | | |
Receivable for Fund Shares Sold | | | 7 | | |
Receivable from Affiliate | | | 1 | | |
Other Assets | | | 80 | | |
Total Assets | | | 85,309 | | |
Liabilities: | |
Payable for Investments Purchased | | | 218 | | |
Payable for Advisory Fees | | | 129 | | |
Payable for Professional Fees | | | 32 | | |
Payable for Fund Shares Redeemed | | | 18 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 11 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 1 | | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 5 | | |
Payable for Administration Fees | | | 6 | | |
Payable for Custodian Fees | | | 5 | | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Other Liabilities | | | 13 | | |
Total Liabilities | | | 442 | | |
Net Assets | | $ | 84,867 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 93,743 | | |
Total Accumulated Loss | | | (8,876 | ) | |
Net Assets | | $ | 84,867 | | |
CLASS I: | |
Net Assets | | $ | 73,018 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,014,042 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.56 | | |
CLASS A: | |
Net Assets | | $ | 5,667 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 393,906 | | |
Net Asset Value, Redemption Price Per Share | | $ | 14.39 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.80 | | |
Maximum Offering Price Per Share | | $ | 15.19 | | |
CLASS C: | |
Net Assets | | $ | 6,167 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 442,834 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.93 | | |
CLASS R6:* | |
Net Assets | | $ | 15 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,051 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.59 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Concentrated Portfolio
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $37 of Foreign Taxes Withheld) | | $ | 760 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 1 | | |
Total Investment Income | | | 761 | | |
Expenses: | |
Advisory Fees (Note B) | | | 368 | | |
Professional Fees | | | 67 | | |
Shareholder Services Fees — Class A (Note D) | | | 9 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 35 | | |
Administration Fees (Note C) | | | 39 | | |
Sub Transfer Agency Fees — Class I | | | 25 | | |
Sub Transfer Agency Fees — Class A | | | 2 | | |
Sub Transfer Agency Fees — Class C | | | 2 | | |
Registration Fees | | | 25 | | |
Shareholder Reporting Fees | | | 18 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 3 | | |
Directors' Fees and Expenses | | | 3 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 4 | | |
Total Expenses | | | 605 | | |
Waiver of Advisory Fees (Note B) | | | (62 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (5 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 537 | | |
Net Investment Income | | | 224 | | |
Realized Gain (Loss): | |
Investments Sold | | | (3,946 | ) | |
Foreign Currency Translation | | | — | @ | |
Net Realized Loss | | | (3,946 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (25,295 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (29,241 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (29,017 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Global Concentrated Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 224 | | | $ | (50 | ) | |
Net Realized Gain (Loss) | | | (3,946 | ) | | | 2,574 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (25,295 | ) | | | 11,483 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (29,017 | ) | | | 14,007 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (3,607 | ) | |
Class A | | | — | | | | (319 | ) | |
Class C | | | — | | | | (283 | ) | |
Class R6* | | | — | | | | (4 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (4,213 | ) | |
Capital Share Transactions: (1) | |
Class I: | |
Subscribed | | | 12,421 | | | | 52,949 | | |
Distributions Reinvested | | | — | | | | 3,606 | | |
Redeemed | | | (13,115 | ) | | | (12,352 | ) | |
Class A: | |
Subscribed | | | 1,194 | | | | 3,983 | | |
Distributions Reinvested | | | — | | | | 319 | | |
Redeemed | | | (1,635 | ) | | | (3,049 | ) | |
Class C: | |
Subscribed | | | 1,049 | | | | 3,953 | | |
Distributions Reinvested | | | — | | | | 283 | | |
Redeemed | | | (794 | ) | | | (356 | ) | |
Class R6:* | |
Subscribed | | | — | | | | 86 | | |
Distributions Reinvested | | | — | | | | 4 | | |
Redeemed | | | (45 | ) | | | (59 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (925 | ) | | | 49,367 | | |
Total Increase (Decrease) in Net Assets | | | (29,942 | ) | | | 59,161 | | |
Net Assets: | |
Beginning of Period | | | 114,809 | | | | 55,648 | | |
End of Period | | $ | 84,867 | | | $ | 114,809 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 733 | | | | 2,859 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 192 | | |
Shares Redeemed | | | (795 | ) | | | (658 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (62 | ) | | | 2,393 | | |
Class A: | |
Shares Subscribed | | | 70 | | | | 214 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 17 | | |
Shares Redeemed | | | (105 | ) | | | (160 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (35 | ) | | | 71 | | |
Class C: | |
Shares Subscribed | | | 65 | | | | 216 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 16 | | |
Shares Redeemed | | | (49 | ) | | | (19 | ) | |
Net Increase in Class C Shares Outstanding | | | 16 | | | | 213 | | |
Class R6:* | |
Shares Subscribed | | | — | | | | 4 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (3 | ) | | | (3 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | (3 | ) | | | 1 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Concentrated Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 19.41 | | | $ | 17.12 | | | $ | 13.86 | | | $ | 10.53 | | | $ | 12.42 | | | $ | 10.16 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.05 | | | | 0.01 | | | | 0.03 | | | | 0.08 | | | | 0.14 | | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | (4.90 | ) | | | 3.02 | | | | 3.23 | | | | 3.40 | | | | (1.95 | ) | | | 2.28 | | |
Total from Investment Operations | | | (4.85 | ) | | | 3.03 | | | | 3.26 | | | | 3.48 | | | | (1.81 | ) | | | 2.30 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.00 | )(2) | | | (0.15 | ) | | | (0.08 | ) | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (0.74 | ) | | | — | | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | |
Total Distributions | | | — | | | | (0.74 | ) | | | (0.00 | )(2) | | | (0.15 | ) | | | (0.08 | ) | | | (0.04 | ) | |
Net Asset Value, End of Period | | $ | 14.56 | | | $ | 19.41 | | | $ | 17.12 | | | $ | 13.86 | | | $ | 10.53 | | | $ | 12.42 | | |
Total Return(3) | | | (24.99 | )%(6) | | | 17.83 | % | | | 23.52 | % | | | 33.10 | % | | | (14.61 | )% | | | 22.64 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 73,018 | | | $ | 98,522 | | | $ | 45,946 | | | $ | 14,885 | | | $ | 11,554 | | | $ | 11,814 | | |
Ratio of Expenses Before Expense Limitation | | | 1.14 | %(7) | | | 1.17 | % | | | 1.81 | % | | | 1.96 | % | | | 1.90 | % | | | 3.13 | % | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(4)(7) | | | 1.00 | %(4) | | | 0.99 | %(4) | | | 1.00 | %(4) | | | 1.00 | %(4) | | | 0.98 | %(4) | |
Ratio of Net Investment Income | | | 0.55 | %(4)(7) | | | 0.04 | %(4) | | | 0.21 | %(4) | | | 0.64 | %(4) | | | 1.13 | %(4) | | | 0.15 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 19 | %(6) | | | 33 | % | | | 54 | % | | | 123 | % | | | 94 | % | | | 68 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Concentrated Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 19.20 | | | $ | 17.00 | | | $ | 13.80 | | | $ | 10.49 | | | $ | 12.37 | | | $ | 10.15 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.02 | | | | (0.05 | ) | | | (0.02 | ) | | | 0.04 | | | | 0.11 | | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (4.83 | ) | | | 2.99 | | | | 3.22 | | | | 3.38 | | | | (1.95 | ) | | | 2.28 | | |
Total from Investment Operations | | | (4.81 | ) | | | 2.94 | | | | 3.20 | | | | 3.42 | | | | (1.84 | ) | | | 2.25 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.00 | )(2) | | | (0.11 | ) | | | (0.04 | ) | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (0.74 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.74 | ) | | | (0.00 | )(2) | | | (0.11 | ) | | | (0.04 | ) | | | (0.03 | ) | |
Net Asset Value, End of Period | | $ | 14.39 | | | $ | 19.20 | | | $ | 17.00 | | | $ | 13.80 | | | $ | 10.49 | | | $ | 12.37 | | |
Total Return(3) | | | (25.05 | )%(6) | | | 17.42 | % | | | 23.19 | % | | | 32.64 | % | | | (14.91 | )% | | | 22.17 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 5,667 | | | $ | 8,245 | | | $ | 6,091 | | | $ | 4,009 | | | $ | 2,213 | | | $ | 1,666 | | |
Ratio of Expenses Before Expense Limitation | | | 1.43 | %(7) | | | 1.45 | % | | | 2.13 | % | | | 2.29 | % | | | 2.24 | % | | | 3.61 | % | |
Ratio of Expenses After Expense Limitation | | | 1.30 | %(4)(7) | | | 1.30 | %(4) | | | 1.31 | %(4) | | | 1.34 | %(4) | | | 1.35 | %(4) | | | 1.35 | %(4) | |
Ratio of Net Investment Income (Loss) | | | 0.25 | %(4)(7) | | | (0.29 | )%(4) | | | (0.14 | )%(4) | | | 0.32 | %(4) | | | 0.91 | %(4) | | | (0.25 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 19 | %(6) | | | 33 | % | | | 54 | % | | | 123 | % | | | 94 | % | | | 68 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Concentrated Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 18.66 | | | $ | 16.66 | | | $ | 13.63 | | | $ | 10.36 | | | $ | 12.27 | | | $ | 10.15 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | (0.04 | ) | | | (0.18 | ) | | | (0.12 | ) | | | (0.06 | ) | | | 0.02 | | | | (0.11 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (4.69 | ) | | | 2.92 | | | | 3.15 | | | | 3.34 | | | | (1.93 | ) | | | 2.26 | | |
Total from Investment Operations | | | (4.73 | ) | | | 2.74 | | | | 3.03 | | | | 3.28 | | | | (1.91 | ) | | | 2.15 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.00 | )(2) | | | (0.01 | ) | | | — | | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (0.74 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.74 | ) | | | (0.00 | )(2) | | | (0.01 | ) | | | — | | | | (0.03 | ) | |
Net Asset Value, End of Period | | $ | 13.93 | | | $ | 18.66 | | | $ | 16.66 | | | $ | 13.63 | | | $ | 10.36 | | | $ | 12.27 | | |
Total Return(3) | | | (25.35 | )%(6) | | | 16.58 | % | | | 22.23 | % | | | 31.69 | % | | | (15.57 | )% | | | 21.18 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 6,167 | | | $ | 7,969 | | | $ | 3,568 | | | $ | 2,704 | | | $ | 2,263 | | | $ | 1,728 | | |
Ratio of Expenses Before Expense Limitation | | | 2.17 | %(7) | | | 2.21 | % | | | 2.91 | % | | | 3.06 | % | | | 2.98 | % | | | 4.36 | % | |
Ratio of Expenses After Expense Limitation | | | 2.04 | %(4)(7) | | | 2.06 | %(4) | | | 2.09 | %(4) | | | 2.10 | %(4) | | | 2.09 | %(4) | | | 2.10 | %(4) | |
Ratio of Net Investment Income (Loss) | | | (0.48 | )%(4)(7) | | | (1.00 | )%(4) | | | (0.91 | )%(4) | | | (0.46 | )%(4) | | | 0.18 | %(4) | | | (0.95 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 19 | %(6) | | | 33 | % | | | 54 | % | | | 123 | % | | | 94 | % | | | 68 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Concentrated Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 19.44 | | | $ | 17.14 | | | $ | 13.86 | | | $ | 10.53 | | | $ | 12.42 | | | $ | 10.16 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.03 | | | | 0.04 | | | | 0.03 | | | | 0.09 | | | | 0.16 | | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | (4.88 | ) | | | 3.00 | | | | 3.25 | | | | 3.40 | | | | (1.97 | ) | | | 2.28 | | |
Total from Investment Operations | | | (4.85 | ) | | | 3.04 | | | | 3.28 | | | | 3.49 | | | | (1.81 | ) | | | 2.30 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.00 | )(3) | | | (0.16 | ) | | | (0.08 | ) | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (0.74 | ) | | | — | | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | |
Total Distributions | | | — | | | | (0.74 | ) | | | (0.00 | )(3) | | | (0.16 | ) | | | (0.08 | ) | | | (0.04 | ) | |
Net Asset Value, End of Period | | $ | 14.59 | | | $ | 19.44 | | | $ | 17.14 | | | $ | 13.86 | | | $ | 10.53 | | | $ | 12.42 | | |
Total Return(4) | | | (24.95 | )%(7) | | | 17.86 | % | | | 23.67 | % | | | 33.16 | % | | | (14.55 | )% | | | 22.67 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 15 | | | $ | 73 | | | $ | 43 | | | $ | 14 | | | $ | 11 | | | $ | 12 | | |
Ratio of Expenses Before Expense Limitation | | | 6.81 | %(8) | | | 7.26 | % | | | 9.20 | % | | | 17.68 | % | | | 17.97 | % | | | 18.61 | % | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(8) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | |
Ratio of Net Investment Income | | | 0.38 | %(5)(8) | | | 0.21 | %(5) | | | 0.22 | %(5) | | | 0.68 | %(5) | | | 1.27 | %(5) | | | 0.22 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 19 | %(7) | | | 33 | % | | | 54 | % | | | 123 | % | | | 94 | % | | | 68 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Concentrated Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the
security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various
inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Automobiles | | $ | 5,057 | | | $ | — | | | $ | — | | | $ | 5,057 | | |
Banks | | | 12,342 | | | | — | | | | — | | | | 12,342 | | |
Capital Markets | | | 3,516 | | | | — | | | | — | | | | 3,516 | | |
Commercial Services & Supplies | | | 4,053 | | | | — | | | | — | | | | 4,053 | | |
Distributors | | | 1,744 | | | | — | | | | — | | | | 1,744 | | |
Electric Utilities | | | 3,489 | | | | — | | | | — | | | | 3,489 | | |
Entertainment | | | 3,955 | | | | — | | | | — | | | | 3,955 | | |
Equity Real Estate Investment Trusts (REITs) | | | 5,832 | | | | — | | | | — | | | | 5,832 | | |
Food & Staples Retailing | | | 4,162 | | | | — | | | | — | | | | 4,162 | | |
Hotels, Restaurants & Leisure | | | 1,270 | | | | — | | | | — | | | | 1,270 | | |
Information Technology Services | | | 2,589 | | | | — | | | | — | | | | 2,589 | | |
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Interactive Media & Services | | $ | 3,750 | | | $ | — | | | $ | — | | | $ | 3,750 | | |
Life Sciences Tools & Services | | | 5,670 | | | | — | | | | — | | | | 5,670 | | |
Personal Products | | | 1,637 | | | | — | | | | — | | | | 1,637 | | |
Semiconductors & Semiconductor Equipment | | | 5,681 | | | | — | | | | — | | | | 5,681 | | |
Software | | | 7,472 | | | | — | | | | — | | | | 7,472 | | |
Textiles, Apparel & Luxury Goods | | | 7,217 | | | | — | | | | — | | | | 7,217 | | |
Trading Companies & Distributors | | | 4,304 | | | | — | | | | — | | | | 4,304 | | |
Total Common Stocks | | | 83,740 | | | | — | | | | — | | | | 83,740 | | |
Investment Company | | | 236 | | | | — | | | | — | | | | 236 | | |
Short-Term Investment | |
Investment Company | | | 803 | | | | — | | | | — | | | | 803 | | |
Total Assets | | $ | 84,779 | | | $ | — | | | $ | — | | | $ | 84,779 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from
certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
5. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
6. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as noncash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $750 million | | Next $750 million | | Over $1.5 billion | |
0.75% | | 0.70% | | 0.65% | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.62% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.00% for Class I shares, 1.35% for Class A shares, 2.10% for Class C shares and 0.95% for Class R6 shares. The
fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $62,000 of advisory fees were waived and approximately $6,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $19,032,000 and $19,680,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,205 | | | $ | 10,280 | | | $ | 10,682 | | | $ | 1 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 803 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Long-Term Capital Gain (000) | | Long-Term Capital Gain (000) | |
$4,213 | | $1 | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$123 | | $(123) | |
At December 31, 2021, the Fund had no distributable earnings on a tax basis.
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2021, the Fund intends to defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$— | | $522 | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal
funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 73.8%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-year period but below its peer group average for the three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's actual management fee and total expense ratio were higher than but close to its peer group averages and contractual management fee was lower than its peer group average. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
24
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGCNPSAN
4877733 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Global Core Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 6 | | |
Statements of Changes in Net Assets | | | 7 | | |
Financial Highlights | | | 8 | | |
Notes to Financial Statements | | | 12 | | |
Investment Advisory Agreement Approval | | | 19 | | |
Liquidity Risk Management Program | | | 21 | | |
U.S. Customer Privacy Notice | | | 22 | | |
Director and Officer Information | | | 25 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Global Core Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
Global Core Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Global Core Portfolio Class I | | $ | 1,000.00 | | | $ | 769.00 | | | $ | 1,019.89 | | | $ | 4.34 | | | $ | 4.96 | | | | 0.99 | % | |
Global Core Portfolio Class A | | | 1,000.00 | | | | 768.10 | | | | 1,018.10 | | | | 5.92 | | | | 6.76 | | | | 1.35 | | |
Global Core Portfolio Class C | | | 1,000.00 | | | | 764.60 | | | | 1,014.38 | | | | 9.19 | | | | 10.49 | | | | 2.10 | | |
Global Core Portfolio Class R6(1) | | | 1,000.00 | | | | 769.60 | | | | 1,020.08 | | | | 4.17 | | | | 4.76 | | | | 0.95 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
Global Core Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.5%) | |
China (7.3%) | |
Alibaba Group Holding Ltd. ADR (a) | | | 1,590 | | | $ | 181 | | |
NetEase, Inc. ADR | | | 5,466 | | | | 510 | | |
Tencent Holdings Ltd. ADR | | | 14,579 | | | | 662 | | |
| | | 1,353 | | |
France (4.4%) | |
LVMH Moet Hennessy Louis Vuitton SE | | | 1,315 | | | | 806 | | |
India (3.6%) | |
HDFC Bank Ltd. ADR | | | 12,138 | | | | 667 | | |
Ireland (3.4%) | |
CRH PLC ADR | | | 15,068 | | | | 525 | | |
Ryanair Holdings PLC ADR (a) | | | 1,662 | | | | 112 | | |
| | | 637 | | |
Italy (3.9%) | |
Ferrari NV | | | 3,909 | | | | 717 | | |
Japan (1.9%) | |
Nippon Telegraph & Telephone Corp. ADR | | | 12,239 | | | | 352 | | |
Singapore (0.4%) | |
Sea Ltd. ADR (a) | | | 1,141 | | | | 76 | | |
Taiwan (3.6%) | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | | 8,235 | | | | 673 | | |
United Kingdom (5.1%) | |
Diageo PLC ADR | | | 3,648 | | | | 635 | | |
Experian PLC ADR | | | 10,131 | | | | 297 | | |
| | | 932 | | |
United States (63.9%) | |
Ameriprise Financial, Inc. | | | 2,363 | | | | 562 | | |
Apple, Inc. | | | 10,600 | | | | 1,449 | | |
Brown & Brown, Inc. | | | 2,775 | | | | 162 | | |
Chevron Corp. | | | 8,059 | | | | 1,167 | | |
Danaher Corp. | | | 3,103 | | | | 787 | | |
Edwards Lifesciences Corp. (a) | | | 1,216 | | | | 116 | | |
Estee Lauder Cos., Inc. Class A | | | 1,850 | | | | 471 | | |
First Republic Bank | | | 3,886 | | | | 560 | | |
Fortune Brands Home & Security, Inc. | | | 2,498 | | | | 150 | | |
JPMorgan Chase & Co. | | | 4,119 | | | | 464 | | |
Lululemon Athletica, Inc. (a) | | | 1,696 | | | | 462 | | |
Mastercard, Inc., Class A | | | 1,491 | | | | 470 | | |
McDonald's Corp. | | | 2,026 | | | | 500 | | |
MGM Resorts International | | | 11,433 | | | | 331 | | |
Microsoft Corp. | | | 4,875 | | | | 1,252 | | |
NextEra Energy, Inc. | | | 7,000 | | | | 542 | | |
Planet Fitness, Inc., Class A (a) | | | 775 | | | | 53 | | |
Pool Corp. | | | 441 | | | | 155 | | |
Progressive Corp. | | | 676 | | | | 79 | | |
SBA Communications Corp. REIT | | | 520 | | | | 166 | | |
STORE Capital Corp. REIT | | | 21,868 | | | | 570 | | |
SVB Financial Group (a) | | | 1,492 | | | | 589 | | |
Target Corp. | | | 1,754 | | | | 248 | | |
United Rentals, Inc. (a) | | | 1,133 | | | | 275 | | |
| | Shares | | Value (000) | |
Valero Energy Corp. | | | 770 | | | $ | 82 | | |
Veeva Systems, Inc., Class A (a) | | | 604 | | | | 120 | | |
| | | 11,782 | | |
Total Common Stocks (Cost $16,685) | | | 17,995 | | |
Short-Term Investment (2.1%) | |
Investment Company (2.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $383) | | | 383,479 | | | | 383 | | |
Total Investments (99.6%) (Cost $17,068) (b)(c) | | | 18,378 | | |
Other Assets in Excess of Liabilities (0.4%) | | | 71 | | |
Net Assets (100.0%) | | $ | 18,449 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) The approximate fair value and percentage of net assets, $806,000 and 4.4%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.
(c) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $2,420,000 and the aggregate gross unrealized depreciation is approximately $1,110,000, resulting in net unrealized appreciation of approximately $1,310,000.
ADR American Depositary Receipt.
REIT Real Estate Investment Trust.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 59.2 | % | |
Banks | | | 12.4 | | |
Tech Hardware, Storage & Peripherals | | | 7.9 | | |
Textiles, Apparel & Luxury Goods | | | 6.9 | | |
Software | | | 6.8 | | |
Oil, Gas & Consumable Fuels | | | 6.8 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $16,685) | | $ | 17,995 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $383) | | | 383 | | |
Total Investments in Securities, at Value (Cost $17,068) | | | 18,378 | | |
Foreign Currency, at Value (Cost —@) | | | — | @ | |
Dividends Receivable | | | 23 | | |
Receivable for Fund Shares Sold | | | 17 | | |
Due from Adviser | | | 13 | | |
Tax Reclaim Receivable | | | 1 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 73 | | |
Total Assets | | | 18,505 | | |
Liabilities: | |
Payable for Professional Fees | | | 32 | | |
Payable for Custodian Fees | | | 3 | | |
Payable for Investments Purchased | | | 3 | | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 2 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class I | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class A | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | 1 | | |
Other Liabilities | | | 13 | | |
Total Liabilities | | | 56 | | |
Net Assets | | $ | 18,449 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 17,206 | | |
Total Distributable Earnings | | | 1,243 | | |
Net Assets | | $ | 18,449 | | |
CLASS I: | |
Net Assets | | $ | 13,382 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 966,217 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.85 | | |
CLASS A: | |
Net Assets | | $ | 2,691 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 196,349 | | |
Net Asset Value, Redemption Price Per Share | | $ | 13.71 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.76 | | |
Maximum Offering Price Per Share | | $ | 14.47 | | |
CLASS C: | |
Net Assets | | $ | 2,361 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 178,568 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.22 | | |
CLASS R6:* | |
Net Assets | | $ | 15 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,053 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.86 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $5 of Foreign Taxes Withheld) | | $ | 169 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 169 | | |
Expenses: | |
Advisory Fees (Note B) | | | 78 | | |
Professional Fees | | | 62 | | |
Registration Fees | | | 21 | | |
Shareholder Services Fees — Class A (Note D) | | | 3 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 13 | | |
Administration Fees (Note C) | | | 8 | | |
Shareholder Reporting Fees | | | 8 | | |
Custodian Fees (Note F) | | | 5 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Sub Transfer Agency Fees — Class I | | | 2 | | |
Sub Transfer Agency Fees — Class A | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | 1 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 4 | | |
Total Expenses | | | 213 | | |
Waiver of Advisory Fees (Note B) | | | (78 | ) | |
Expenses Reimbursed by Adviser (Note B) | | | (12 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (— | @) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 122 | | |
Net Investment Income | | | 47 | | |
Realized Gain (Loss): | |
Investments Sold | | | 26 | | |
Foreign Currency Translation | | | (— | @) | |
Net Realized Gain | | | 26 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (5,614 | ) | |
Foreign Currency Translation | | | (— | @) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (5,614 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (5,588 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (5,541 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 47 | | | $ | (26 | ) | |
Net Realized Gain | | | 26 | | | | 1,062 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (5,614 | ) | | | 1,764 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (5,541 | ) | | | 2,800 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (740 | ) | |
Class A | | | — | | | | (107 | ) | |
Class C | | | — | | | | (124 | ) | |
Class R6* | | | — | | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (972 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 2,862 | | | | 8,785 | | |
Distributions Reinvested | | | — | | | | 740 | | |
Redeemed | | | (3,384 | ) | | | (2,684 | ) | |
Class A: | |
Subscribed | | | 843 | | | | 776 | | |
Distributions Reinvested | | | — | | | | 107 | | |
Redeemed | | | (143 | ) | | | (303 | ) | |
Class C: | |
Subscribed | | | 577 | | | | 575 | | |
Distributions Reinvested | | | — | | | | 124 | | |
Redeemed | | | (397 | ) | | | (50 | ) | |
Class R6:* | |
Subscribed | | | — | | | | 10 | | |
Distributions Reinvested | | | — | | | | 1 | | |
Redeemed | | | (9 | ) | | | — | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 349 | | | | 8,081 | | |
Total Increase (Decrease) in Net Assets | | | (5,192 | ) | | | 9,909 | | |
Net Assets: | |
Beginning of Period | | | 23,641 | | | | 13,732 | | |
End of Period | | $ | 18,449 | | | $ | 23,641 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 174 | | | | 495 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 43 | | |
Shares Redeemed | | | (210 | ) | | | (152 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (36 | ) | | | 386 | | |
Class A: | |
Shares Subscribed | | | 55 | | | | 44 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 6 | | |
Shares Redeemed | | | (9 | ) | | | (17 | ) | |
Net Increase in Class A Shares Outstanding | | | 46 | | | | 33 | | |
Class C: | |
Shares Subscribed | | | 38 | | | | 35 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 7 | | |
Shares Redeemed | | | (27 | ) | | | (3 | ) | |
Net Increase in Class C Shares Outstanding | | | 11 | | | | 39 | | |
Class R6:* | |
Shares Subscribed | | | — | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (1 | ) | | | — | | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | (1 | ) | | | 1 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Core Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 18.01 | | | $ | 15.99 | | | $ | 13.19 | | | $ | 10.15 | | | $ | 12.20 | | | $ | 10.03 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.05 | | | | 0.01 | | | | 0.02 | | | | 0.07 | | | | 0.12 | | | | 0.07 | | |
Net Realized and Unrealized Gain (Loss) | | | (4.21 | ) | | | 2.78 | | | | 2.78 | | | | 3.07 | | | | (2.09 | ) | | | 2.16 | | |
Total from Investment Operations | | | (4.16 | ) | | | 2.79 | | | | 2.80 | | | | 3.14 | | | | (1.97 | ) | | | 2.23 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.09 | ) | | | (0.08 | ) | | | (0.06 | ) | |
Net Realized Gain | | | — | | | | (0.77 | ) | | | — | | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | | | (0.00 | )(2) | |
Total Distributions | | | — | | | | (0.77 | ) | | | — | | | | (0.10 | ) | | | (0.08 | ) | | | (0.06 | ) | |
Net Asset Value, End of Period | | $ | 13.85 | | | $ | 18.01 | | | $ | 15.99 | | | $ | 13.19 | | | $ | 10.15 | | | $ | 12.20 | | |
Total Return(3) | | | (23.10 | )%(6) | | | 17.63 | % | | | 21.23 | % | | | 30.96 | % | | | (16.15 | )% | | | 22.27 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 13,382 | | | $ | 18,041 | | | $ | 9,849 | | | $ | 8,157 | | | $ | 6,738 | | | $ | 10,398 | | |
Ratio of Expenses Before Expense Limitation | | | 1.86 | %(7) | | | 2.13 | % | | | 2.93 | % | | | 2.73 | % | | | 2.53 | % | | | 2.89 | % | |
Ratio of Expenses After Expense Limitation | | | 0.99 | %(4)(7) | | | 0.99 | %(4) | | | 0.99 | %(4) | | | 0.98 | %(4) | | | 1.00 | %(4) | | | 0.97 | %(4) | |
Ratio of Net Investment Income | | | 0.63 | %(4)(7) | | | 0.06 | %(4) | | | 0.18 | %(4) | | | 0.61 | %(4) | | | 0.97 | %(4) | | | 0.64 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 10 | %(6) | | | 23 | % | | | 30 | % | | | 61 | % | | | 50 | % | | | 41 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Core Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 17.85 | | | $ | 15.92 | | | $ | 13.17 | | | $ | 10.15 | | | $ | 12.18 | | | $ | 10.02 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.02 | | | | (0.05 | ) | | | (0.02 | ) | | | 0.03 | | | | 0.07 | | | | 0.03 | | |
Net Realized and Unrealized Gain (Loss) | | | (4.16 | ) | | | 2.75 | | | | 2.77 | | | | 3.05 | | | | (2.07 | ) | | | 2.15 | | |
Total from Investment Operations | | | (4.14 | ) | | | 2.70 | | | | 2.75 | | | | 3.08 | | | | (2.00 | ) | | | 2.18 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.05 | ) | | | (0.03 | ) | | | (0.02 | ) | |
Net Realized Gain | | | — | | | | (0.77 | ) | | | — | | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | | | (0.00 | )(2) | |
Total Distributions | | | — | | | | (0.77 | ) | | | — | | | | (0.06 | ) | | | (0.03 | ) | | | (0.02 | ) | |
Net Asset Value, End of Period | | $ | 13.71 | | | $ | 17.85 | | | $ | 15.92 | | | $ | 13.17 | | | $ | 10.15 | | | $ | 12.18 | | |
Total Return(3) | | | (23.19 | )%(6) | | | 17.14 | % | | | 20.88 | % | | | 30.36 | % | | | (16.41 | )% | | | 21.82 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,691 | | | $ | 2,678 | | | $ | 1,869 | | | $ | 2,186 | | | $ | 1,320 | | | $ | 1,962 | | |
Ratio of Expenses Before Expense Limitation | | | 2.21 | %(7) | | | 2.51 | % | | | 3.32 | % | | | 3.12 | % | | | 2.89 | % | | | 3.36 | % | |
Ratio of Expenses After Expense Limitation | | | 1.35 | %(4)(7) | | | 1.35 | %(4) | | | 1.35 | %(4) | | | 1.35 | %(4) | | | 1.35 | %(4) | | | 1.35 | %(4) | |
Ratio of Net Investment Income (Loss) | | | 0.29 | %(4)(7) | | | (0.31 | )%(4) | | | (0.18 | )%(4) | | | 0.26 | %(4) | | | 0.62 | %(4) | | | 0.25 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 10 | %(6) | | | 23 | % | | | 30 | % | | | 61 | % | | | 50 | % | | | 41 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Core Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 17.29 | | | $ | 15.55 | | | $ | 12.97 | | | $ | 10.02 | | | $ | 12.08 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(1) | | | (0.04 | ) | | | (0.18 | ) | | | (0.12 | ) | | | (0.05 | ) | | | (0.01 | ) | | | (0.06 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (4.03 | ) | | | 2.69 | | | | 2.70 | | | | 3.00 | | | | (2.05 | ) | | | 2.15 | | |
Total from Investment Operations | | | (4.07 | ) | | | 2.51 | | | | 2.58 | | | | 2.95 | | | | (2.06 | ) | | | 2.09 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | (0.77 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.77 | ) | | | — | | | | — | | | | — | | | | (0.01 | ) | |
Net Asset Value, End of Period | | $ | 13.22 | | | $ | 17.29 | | | $ | 15.55 | | | $ | 12.97 | | | $ | 10.02 | | | $ | 12.08 | | |
Total Return(2) | | | (23.54 | )%(5) | | | 16.32 | % | | | 19.89 | % | | | 29.44 | % | | | (17.05 | )% | | | 20.92 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,361 | | | $ | 2,893 | | | $ | 1,998 | | | $ | 1,448 | | | $ | 1,311 | | | $ | 1,246 | | |
Ratio of Expenses Before Expense Limitation | | | 2.97 | %(6) | | | 3.25 | % | | | 4.11 | % | | | 3.92 | % | | | 3.66 | % | | | 4.19 | % | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(3)(6) | | | 2.10 | %(3) | | | 2.10 | %(3) | | | 2.10 | %(3) | | | 2.10 | %(3) | | | 2.10 | %(3) | |
Ratio of Net Investment Loss | | | (0.47 | )%(3)(6) | | | (1.06 | )%(3) | | | (0.94 | )%(3) | | | (0.45 | )%(3) | | | (0.05 | )%(3) | | | (0.50 | )%(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | |
Portfolio Turnover Rate | | | 10 | %(5) | | | 23 | % | | | 30 | % | | | 61 | % | | | 50 | % | | | 41 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Amount is less than 0.005%.
(5) Not annualized.
(6) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Core Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 18.01 | | | $ | 15.99 | | | $ | 13.18 | | | $ | 10.15 | | | $ | 12.20 | | | $ | 10.03 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.05 | | | | 0.02 | | | | 0.03 | | | | 0.07 | | | | 0.13 | | | | 0.07 | | |
Net Realized and Unrealized Gain (Loss) | | | (4.20 | ) | | | 2.77 | | | | 2.78 | | | | 3.06 | | | | (2.09 | ) | | | 2.17 | | |
Total from Investment Operations | | | (4.15 | ) | | | 2.79 | | | | 2.81 | | | | 3.13 | | | | (1.96 | ) | | | 2.24 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.09 | ) | | | (0.09 | ) | | | (0.07 | ) | |
Net Realized Gain | | | — | | | | (0.77 | ) | | | — | | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | | | (0.00 | )(3) | |
Total Distributions | | | — | | | | (0.77 | ) | | | — | | | | (0.10 | ) | | | (0.09 | ) | | | (0.07 | ) | |
Net Asset Value, End of Period | | $ | 13.86 | | | $ | 18.01 | | | $ | 15.99 | | | $ | 13.18 | | | $ | 10.15 | | | $ | 12.20 | | |
Total Return(4) | | | (23.04 | )%(7) | | | 17.55 | % | | | 21.40 | % | | | 30.90 | % | | | (16.10 | )% | | | 22.29 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 15 | | | $ | 29 | | | $ | 16 | | | $ | 13 | | | $ | 10 | | | $ | 12 | | |
Ratio of Expenses Before Expense Limitation | | | 12.46 | %(8) | | | 13.09 | % | | | 18.19 | % | | | 18.98 | % | | | 19.09 | % | | | 18.67 | % | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(8) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | |
Ratio of Net Investment Income | | | 0.65 | %(5)(8) | | | 0.10 | %(5) | | | 0.22 | %(5) | | | 0.63 | %(5) | | | 1.06 | %(5) | | | 0.66 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 10 | %(7) | | | 23 | % | | | 30 | % | | | 61 | % | | | 50 | % | | | 41 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Core Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid
and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various
inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Airlines | | $ | 112 | | | $ | — | | | $ | — | | | $ | 112 | | |
Automobiles | | | 717 | | | | — | | | | — | | | | 717 | | |
Banks | | | 2,280 | | | | — | | | | — | | | | 2,280 | | |
Beverages | | | 635 | | | | — | | | | — | | | | 635 | | |
Building Products | | | 150 | | | | — | | | | — | | | | 150 | | |
Capital Markets | | | 562 | | | | — | | | | — | | | | 562 | | |
Construction Materials | | | 525 | | | | — | | | | — | | | | 525 | | |
Distributors | | | 155 | | | | — | | | | — | | | | 155 | | |
Diversified Telecommunication Services | | | 518 | | | | — | | | | — | | | | 518 | | |
Electric Utilities | | | 542 | | | | — | | | | — | | | | 542 | | |
Entertainment | | | 586 | | | | — | | | | — | | | | 586 | | |
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Equity Real Estate Investment Trusts (REITs) | | $ | 570 | | | $ | — | | | $ | — | | | $ | 570 | | |
Health Care Equipment & Supplies | | | 116 | | | | — | | | | — | | | | 116 | | |
Health Care Technology | | | 120 | | | | — | | | | — | | | | 120 | | |
Hotels, Restaurants & Leisure | | | 884 | | | | — | | | | — | | | | 884 | | |
Information Technology Services | | | 470 | | | | — | | | | — | | | | 470 | | |
Insurance | | | 241 | | | | — | | | | — | | | | 241 | | |
Interactive Media & Services | | | 662 | | | | — | | | | — | | | | 662 | | |
Internet & Direct Marketing Retail | | | 181 | | | | — | | | | — | | | | 181 | | |
Life Sciences Tools & Services | | | 787 | | | | — | | | | — | | | | 787 | | |
Multi-Line Retail | | | 248 | | | | — | | | | — | | | | 248 | | |
Oil, Gas & Consumable Fuels | | | 1,249 | | | | — | | | | — | | | | 1,249 | | |
Personal Products | | | 471 | | | | — | | | | — | | | | 471 | | |
Professional Services | | | 297 | | | | — | | | | — | | | | 297 | | |
Semiconductors & Semiconductor Equipment | | | 673 | | | | — | | | | — | | | | 673 | | |
Software | | | 1,252 | | | | — | | | | — | | | | 1,252 | | |
Tech Hardware, Storage & Peripherals | | | 1,449 | | | | — | | | | — | | | | 1,449 | | |
Textiles, Apparel & Luxury Goods | | | 462 | | | | 806 | | | | — | | | | 1,268 | | |
Trading Companies & Distributors | | | 275 | | | | — | | | | — | | | | 275 | | |
Total Common Stocks | | | 17,189 | | | | 806 | | | | — | | | | 17,995 | | |
Short-Term Investment | |
Investment Company | | | 383 | | | | — | | | | — | | | | 383 | | |
Total Assets | | $ | 17,572 | | | $ | 806 | | | $ | — | | | $ | 18,378 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of
the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign security markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns,
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
5. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
6. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services
under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $750 million | | Next $750 million | | Over $1.5 billion | |
| 0.75 | % | | | 0.70 | % | | | 0.65 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.00% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.00% for Class I shares, 1.35% for Class A shares, 2.10% for Class C shares and 0.95% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $78,000 of advisory fees were waived and approximately $13,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $2,222,000 and $2,012,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 421 | | | $ | 3,477 | | | $ | 3,515 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain(Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 383 | | |
@ Amount is less than $500.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021, remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | 972 | | | $ | — | | | $ | — | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, due to net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 28 | | | $ | (28 | ) | |
At December 31, 2021, the Fund had no distributable earnings on a tax basis.
During the year ended December 31, 2021, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $169,000.
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2021, the Fund intends to defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$ | — | | | $ | 54 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 58.9%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-year period but below its peer group average for the three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
25
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGCPSAN
4878945 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Global Endurance Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 9 | | |
Notes to Financial Statements | | | 13 | | |
Investment Advisory Agreement Approval | | | 22 | | |
Liquidity Risk Management Program | | | 24 | | |
U.S. Customer Privacy Notice | | | 25 | | |
Director and Officer Information | | | 28 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Global Endurance Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
Global Endurance Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Global Endurance Portfolio Class I | | $ | 1,000.00 | | | $ | 405.40 | | | $ | 1,019.84 | | | $ | 3.48 | | | $ | 5.01 | | | | 1.00 | % | |
Global Endurance Portfolio Class A | | | 1,000.00 | | | | 404.70 | | | | 1,018.10 | | | | 4.70 | | | | 6.76 | | | | 1.35 | | |
Global Endurance Portfolio Class C | | | 1,000.00 | | | | 403.60 | | | | 1,014.38 | | | | 7.31 | | | | 10.49 | | | | 2.10 | | |
Global Endurance Portfolio Class R6(1) | | | 1,000.00 | | | | 405.30 | | | | 1,020.08 | | | | 3.31 | | | | 4.76 | | | | 0.95 | | |
* Expenses are calculated using each fundcode not found Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
Global Endurance Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.3%) | |
Canada (8.1%) | |
Colliers International Group, Inc. | | | 9,733 | | | $ | 1,066 | | |
Constellation Software, Inc. | | | 1,110 | | | | 1,648 | | |
| | | 2,714 | | |
Finland (1.6%) | |
Revenio Group Oyj | | | 12,054 | | | | 538 | | |
Israel (5.9%) | |
Global-e Online Ltd. (a) | | | 98,523 | | | | 1,987 | | |
Netherlands (3.4%) | |
Basic-Fit NV (a) | | | 29,998 | | | | 1,130 | | |
Singapore (1.2%) | |
Sea Ltd. ADR (a) | | | 5,874 | | | | 393 | | |
Sweden (2.2%) | |
INVISIO AB | | | 50,843 | | | | 732 | | |
United Kingdom (11.3%) | |
Babcock International Group PLC (a) | | | 404,034 | | | | 1,525 | | |
Victoria PLC (a) | | | 414,583 | | | | 2,278 | | |
| | | 3,803 | | |
United States (63.6%) | |
Affirm Holdings, Inc. (a) | | | 82,774 | | | | 1,495 | | |
Appian Corp. (a) | | | 49,907 | | | | 2,363 | | |
AppLovin Corp., Class A (a) | | | 50,473 | | | | 1,738 | | |
Bill.Com Holdings, Inc. (a) | | | 10,294 | | | | 1,132 | | |
Cardlytics, Inc. (a) | | | 45,886 | | | | 1,024 | | |
| | Shares | | Value (000) | |
Carvana Co. (a) | | | 71,595 | | | $ | 1,617 | | |
Cricut, Inc., Class A (a) | | | 381,816 | | | | 2,344 | | |
Fastly, Inc., Class A (a) | | | 158,626 | | | | 1,842 | | |
Floor & Decor Holdings, Inc., Class A (a) | | | 29,122 | | | | 1,833 | | |
GoodRx Holdings, Inc., Class A (a) | | | 218,865 | | | | 1,296 | | |
Meta Platforms, Inc., Class A (a) | | | 5,370 | | | | 866 | | |
Party City Holdco, Inc. (a) | | | 397,446 | | | | 525 | | |
Royalty Pharma PLC, Class A | | | 43,181 | | | | 1,815 | | |
Salesforce, Inc. (a) | | | 8,615 | | | | 1,422 | | |
| | | 21,312 | | |
Total Common Stocks (Cost $75,090) | | | 32,609 | | |
Short-Term Investment (3.1%) | |
Investment Company (3.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $1,031) | | | 1,030,771 | | | | 1,031 | | |
Total Investments (100.4%) (Cost $76,121) (b)(c)(d) | | | 33,640 | | |
Liabilities in Excess of Other Assets (–0.4%) | | | (126 | ) | |
Net Assets (100.0%) | | $ | 33,514 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
The Fund had the following Derivative Contract — PIPE open at June 30, 2022:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Depreciation (000) | | % of Net Assets | |
Social Capital Suvretta Holdings Corp.III | | ProKidney, LP. (a)(e)(f)(g)(h) | | $ | 197,480 | | | 12/30/2022 | | $ | (28 | ) | | | (0.08 | )% | |
(a) Non-income producing security.
(b) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $235,000 and the aggregate gross unrealized depreciation is approximately $42,744,000, resulting in net unrealized appreciation of approximately $42,509,000.
(c) The approximate fair value and percentage of net assets, $6,203,000 and 18.5%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.
(d) Securities are available for collateral in connection with a derivative contract - PIPE.
(e) Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted security and derivative contracts (excluding 144A holdings) at June 30, 2022 amounts to approximately $(28,000) and represents (0.1)% of net assets.
(f) At June 30, 2022, the Fund held a derivative contract valued at approximately $(28,000), representing (0.1)% of net assets. This holding has been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(g) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 19,748 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between ProKidney, LP., and Social Capital Suvretta Holdings Corp.III, a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Social Capital Suvretta Holdings Corp.III and ProKidney, LP., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met, the Fund is no longer obligated to fulfill its commitment to Social Capital Suvretta Holdings Corp.III and ProKidney, LP. The investment is restricted from resale until the settlement date.
(h) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
PIPE Private Investment in Public Equity.
SPAC Special Purpose Acquisition Company.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments (cont'd)
Global Endurance Portfolio
Portfolio Composition
Classification | | Percentage of Total Investments | |
Software | | | 25.4 | % | |
Other* | | | 19.5 | | |
Household Durables | | | 14.1 | | |
Specialty Retail | | | 12.2 | | |
Information Technology Services | | | 10.2 | | |
Aerospace & Defense | | | 6.9 | | |
Internet & Direct Marketing Retail | | | 6.1 | | |
Pharmaceuticals | | | 5.6 | | |
Total Investments | | | 100.0 | %** | |
* Industries and/or investment types representing less than 5% of total investments.
** Does not include an open PIPE contract with total unrealized depreciation of approximately $28,000.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Endurance Portfolio
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $75,090) | | $ | 32,609 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $1,031) | | | 1,031 | | |
Total Investments in Securities, at Value (Cost $76,121) | | | 33,640 | | |
Foreign Currency, at Value (Cost $2) | | | 2 | | |
Receivable for Fund Shares Sold | | | 148 | | |
Dividends Receivable | | | 2 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 61 | | |
Total Assets | | | 33,853 | | |
Liabilities: | |
Payable for Investments Purchased | | | 220 | | |
Payable for Professional Fees | | | 35 | | |
Unrealized Depreciation on Derivative Contract — PIPE | | | 28 | | |
Payable for Advisory Fees | | | 23 | | |
Payable for Custodian Fees | | | 7 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 2 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | 2 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Fund Shares Redeemed | | | 1 | | |
Other Liabilities | | | 18 | | |
Total Liabilities | | | 339 | | |
Net Assets | | $ | 33,514 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 91,781 | | |
Total Accumulated Loss | | | (58,267 | ) | |
Net Assets | | $ | 33,514 | | |
CLASS I: | |
Net Assets | | $ | 29,414 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,615,117 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 11.25 | | |
CLASS A: | |
Net Assets | | $ | 3,567 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 321,240 | | |
Net Asset Value, Redemption Price Per Share | | $ | 11.11 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.62 | | |
Maximum Offering Price Per Share | | $ | 11.73 | | |
CLASS C: | |
Net Assets | | $ | 520 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 48,031 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.82 | | |
CLASS R6:* | |
Net Assets | | $ | 13 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,123 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 11.26 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Endurance Portfolio
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $2 of Foreign Taxes Withheld) | | $ | 35 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 1 | | |
Total Investment Income | | | 36 | | |
Expenses: | |
Advisory Fees (Note B) | | | 205 | | |
Professional Fees | | | 63 | | |
Registration Fees | | | 31 | | |
Administration Fees (Note C) | | | 21 | | |
Sub Transfer Agency Fees — Class I | | | 15 | | |
Sub Transfer Agency Fees — Class A | | | 2 | | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Shareholder Services Fees — Class A (Note D) | | | 6 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 4 | | |
Shareholder Reporting Fees | | | 9 | | |
Custodian Fees (Note F) | | | 8 | | |
Transfer Agency Fees — Class I (Note E) | | | 2 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 11 | | |
Total Expenses | | | 383 | | |
Waiver of Advisory Fees (Note B) | | | (105 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (6 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (— | @) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (1 | ) | |
Net Expenses | | | 269 | | |
Net Investment Loss | | | (233 | ) | |
Realized Loss: | |
Investments Sold | | | (12,323 | ) | |
Foreign Currency Translation | | | (3 | ) | |
Net Realized Loss | | | (12,326 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (35,636 | ) | |
Foreign Currency Translation | | | (— | @) | |
Derivative Contract — PIPE | | | (28 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (35,664 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (47,990 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (48,223 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Global Endurance Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (233 | ) | | $ | (558 | ) | |
Net Realized Gain (Loss) | | | (12,326 | ) | | | 876 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (35,664 | ) | | | (11,333 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (48,223 | ) | | | (11,015 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (3,258 | ) | |
Class A | | | — | | | | (249 | ) | |
Class C | | | — | | | | (73 | ) | |
Class R6* | | | — | | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (3,581 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 13,827 | | | | 100,653 | | |
Distributions Reinvested | | | — | | | | 3,258 | | |
Redeemed | | | (11,597 | ) | | | (27,595 | ) | |
Class A: | |
Subscribed | | | 4,116 | | | | 8,642 | | |
Distributions Reinvested | | | — | | | | 249 | | |
Redeemed | | | (1,716 | ) | | | (5,503 | ) | |
Class C: | |
Subscribed | | | 179 | | | | 2,650 | | |
Distributions Reinvested | | | — | | | | 73 | | |
Redeemed | | | (367 | ) | | | (1,320 | ) | |
Class R6:* | |
Distributions Reinvested | | | — | | | | 1 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 4,442 | | | | 81,108 | | |
Total Increase (Decrease) in Net Assets | | | (43,781 | ) | | | 66,512 | | |
Net Assets: | |
Beginning of Period | | | 77,295 | | | | 10,783 | | |
End of Period | | $ | 33,514 | | | $ | 77,295 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 743 | | | | 2,989 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 118 | | |
Shares Redeemed | | | (668 | ) | | | (863 | ) | |
Net Increase in Class I Shares Outstanding | | | 75 | | | | 2,244 | | |
Class A: | |
Shares Subscribed | | | 215 | | | | 258 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 9 | | |
Shares Redeemed | | | (85 | ) | | | (170 | ) | |
Net Increase in Class A Shares Outstanding | | | 130 | | | | 97 | | |
Class C: | |
Shares Subscribed | | | 9 | | | | 80 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3 | | |
Shares Redeemed | | | (19 | ) | | | (42 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (10 | ) | | | 41 | | |
Class R6:* | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Endurance Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period Ended | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 27.75 | | | $ | 26.51 | | | $ | 13.03 | | | $ | 9.98 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.08 | ) | | | (0.28 | ) | | | (0.09 | ) | | | (0.05 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | (16.42 | ) | | | 2.82 | | | | 14.41 | | | | 3.10 | | | | (0.02 | ) | |
Total from Investment Operations | | | (16.50 | ) | | | 2.54 | | | | 14.32 | | | | 3.05 | | | | (0.02 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.02 | ) | | | (0.03 | ) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (1.28 | ) | | | (0.81 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (1.30 | ) | | | (0.84 | ) | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 11.25 | | | $ | 27.75 | | | $ | 26.51 | | | $ | 13.03 | | | $ | 9.98 | | |
Total Return(4) | | | (59.46 | )%(7) | | | 9.59 | % | | | 110.03 | % | | | 30.30 | % | | | 0.00 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 29,414 | | | $ | 70,478 | | | $ | 7,854 | | | $ | 2,757 | | | $ | 2,017 | | |
Ratio of Expenses Before Expense Limitation | | | 1.43 | %(8) | | | 1.34 | % | | | 5.12 | % | | | 14.17 | % | | | 913.94 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(5)(8) | | | 0.99 | %(5) | | | 1.00 | %(5) | | | 1.00 | %(5) | | | 1.00 | %(8) | |
Ratio of Net Investment Loss | | | (0.86 | )%(5)(8) | | | (0.85 | )%(5) | | | (0.52 | )%(5) | | | (0.42 | )%(5) | | | (1.00 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | N/A | | |
Portfolio Turnover Rate | | | 41 | %(7) | | | 75 | % | | | 46 | % | | | 74 | % | | | 0 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Endurance Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period Ended | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 27.45 | | | $ | 26.33 | | | $ | 12.99 | | | $ | 9.98 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.10 | ) | | | (0.38 | ) | | | (0.19 | ) | | | (0.09 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | (16.24 | ) | | | 2.80 | | | | 14.34 | | | | 3.10 | | | | (0.02 | ) | |
Total from Investment Operations | | | (16.34 | ) | | | 2.42 | | | | 14.15 | | | | 3.01 | | | | (0.02 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.02 | ) | | | (0.00 | )(3) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (1.28 | ) | | | (0.81 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (1.30 | ) | | | (0.81 | ) | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 11.11 | | | $ | 27.45 | | | $ | 26.33 | | | $ | 12.99 | | | $ | 9.98 | | |
Total Return(4) | | | (59.53 | )%(7) | | | 9.20 | % | | | 109.10 | % | | | 29.90 | % | | | 0.00 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,567 | | | $ | 5,239 | | | $ | 2,462 | | | $ | 13 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 1.78 | %(8) | | | 1.70 | % | | | 5.67 | % | | | 29.52 | % | | | 927.90 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.35 | %(5)(8) | | | 1.35 | %(5) | | | 1.35 | %(5) | | | 1.35 | %(5) | | | 1.35 | %(8) | |
Ratio of Net Investment Loss | | | (1.21 | )%(5)(8) | | | (1.16 | )%(5) | | | (0.86 | )%(5) | | | (0.77 | )%(5) | | | (1.35 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | N/A | | |
Portfolio Turnover Rate | | | 41 | %(7) | | | 75 | % | | | 46 | % | | | 74 | % | | | 0 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Endurance Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period Ended | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 26.81 | | | $ | 25.93 | | | $ | 12.89 | | | $ | 9.98 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.17 | ) | | | (0.62 | ) | | | (0.33 | ) | | | (0.18 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | (15.82 | ) | | | 2.80 | | | | 14.18 | | | | 3.09 | | | | (0.02 | ) | |
Total from Investment Operations | | | (15.99 | ) | | | 2.18 | | | | 13.85 | | | | 2.91 | | | | (0.02 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.02 | ) | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (1.28 | ) | | | (0.81 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (1.30 | ) | | | (0.81 | ) | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 10.82 | | | $ | 26.81 | | | $ | 25.93 | | | $ | 12.89 | | | $ | 9.98 | | |
Total Return(4) | | | (59.64 | )%(7) | | | 8.41 | % | | | 107.59 | % | | | 28.90 | % | | | 0.00 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 520 | | | $ | 1,547 | | | $ | 439 | | | $ | 13 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 2.74 | %(8) | | | 2.53 | % | | | 7.61 | % | | | 30.23 | % | | | 928.63 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(5)(8) | | | 2.10 | %(5) | | | 2.10 | %(5) | | | 2.10 | %(5) | | | 2.10 | %(8) | |
Ratio of Net Investment Loss | | | (1.96 | )%(5)(8) | | | (1.92 | )%(5) | | | (1.62 | )%(5) | | | (1.52 | )%(5) | | | (2.10 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | N/A | | |
Portfolio Turnover Rate | | | 41 | %(7) | | | 75 | % | | | 46 | % | | | 74 | % | | | 0 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Endurance Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period Ended | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 27.78 | | | $ | 26.53 | | | $ | 13.04 | | | $ | 9.98 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.07 | ) | | | (0.24 | ) | | | (0.08 | ) | | | (0.04 | ) | | | (0.00 | )(4) | |
Net Realized and Unrealized Gain (Loss) | | | (16.45 | ) | | | 2.79 | | | | 14.41 | | | | 3.10 | | | | (0.02 | ) | |
Total from Investment Operations | | | (16.52 | ) | | | 2.55 | | | | 14.33 | | | | 3.06 | | | | (0.02 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.02 | ) | | | (0.03 | ) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (1.28 | ) | | | (0.81 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (1.30 | ) | | | (0.84 | ) | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 11.26 | | | $ | 27.78 | | | $ | 26.53 | | | $ | 13.04 | | | $ | 9.98 | | |
Total Return(5) | | | (59.47 | )%(8) | | | 9.62 | % | | | 110.08 | % | | | 30.40 | % | | | 0.00 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 13 | | | $ | 31 | | | $ | 28 | | | $ | 13 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 11.36 | %(9) | | | 7.59 | % | | | 16.93 | % | | | 29.13 | % | | | 927.65 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(6)(9) | | | 0.95 | %(6) | | | 0.95 | %(6) | | | 0.95 | %(6) | | | 0.95 | %(9) | |
Ratio of Net Investment Loss | | | (0.81 | )%(6)(9) | | | (0.71 | )%(6) | | | (0.47 | )%(6) | | | (0.37 | )%(6) | | | (0.95 | )%(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | N/A | | |
Portfolio Turnover Rate | | | 41 | %(8) | | | 75 | % | | | 46 | % | | | 74 | % | | | 0 | %(8) | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Endurance Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the
mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (6) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances
(unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Aerospace & Defense | | $ | — | | | $ | 2,257 | | | $ | — | | | $ | 2,257 | | |
Entertainment | | | 393 | | | | — | | | | — | | | | 393 | | |
Health Care Equipment & Supplies | | | — | | | | 538 | | | | — | | | | 538 | | |
Health Care Technology | | | 1,296 | | | | — | | | | — | | | | 1,296 | | |
Hotels, Restaurants & Leisure | | | — | | | | 1,130 | | | | — | | | | 1,130 | | |
Household Durables | | | 2,344 | | | | 2,278 | | | | — | | | | 4,622 | | |
Information Technology Services | | | 3,337 | | | | — | | | | — | | | | 3,337 | | |
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Interactive Media & Services | | $ | 866 | | | $ | — | | | $ | — | | | $ | 866 | | |
Internet & Direct Marketing Retail | | | 1,987 | | | | — | | | | — | | | | 1,987 | | |
Media | | | 1,024 | | | | — | | | | — | | | | 1,024 | | |
Pharmaceuticals | | | 1,815 | | | | — | | | | — | | | | 1,815 | | |
Real Estate Management & Development | | | 1,066 | | | | — | | | | — | | | | 1,066 | | |
Software | | | 8,303 | | | | — | | | | — | | | | 8,303 | | |
Specialty Retail | | | 3,975 | | | | — | | | | — | | | | 3,975 | | |
Total Common Stocks | | | 26,406 | | | | 6,203 | | | | — | | | | 32,609 | | |
Short-Term Investment | |
Investment Company | | | 1,031 | | | | — | | | | — | | | | 1,031 | | |
Total Assets | | $ | 27,437 | | | $ | 6,203 | | | $ | — | | | $ | 33,640 | | |
Liabilities: | |
Derivative Contract — PIPE | | | — | | | | — | | | | (28 | ) | | | (28 | ) | |
Total | | $ | 27,437 | | | $ | 6,203 | | | $ | (28 | ) | | $ | 33,612 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Derivative Contract — PIPE (000) | |
Beginning Balance | | $ | — | | |
Purchases | | | — | | |
Sales | | | — | | |
PIPE transactions | | | (28 | ) | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | — | | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | (28 | ) | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022 | | $ | (28 | ) | |
The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2022:
| | Fair Value at June 30, 2022 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
PIPE | | $ | (28 | ) | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | | 14.0 | % | | Decrease | |
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of
the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset,
interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a when-issued basis.
At June 30, 2022, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Liability Derivatives Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Depreciation on Derivative Contract — PIPE | | | Equity Risk | | | $ | (28 | ) | |
The following table sets forth by primary risk exposure the Fund's change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Equity Risk | | Derivative Contract — PIPE | | $ | (28 | ) | |
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Statement of Assets and Liabilities | |
Derivatives | | Assets (000) | | Liabilities (000) | |
Derivative Contract — PIPE | | $ | — | | | $ | (28 | )(a) | |
(a) Assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Derivative Contract — PIPE: | |
Average monthly notional amount | | $ | 197,000 | | |
5. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
6. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
7. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
0.80% | | 0.75% | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.39% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.00% for Class I shares, 1.35% for Class A shares, 2.10% for Class C shares and 0.95% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $105,000 of advisory fees were waived and approximately $8,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $24,461,000 and $21,067,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $1,000 relating to the Fund's investment in the Liquidity Funds.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | — | | | $ | 21,358 | | | $ | 20,327 | | | $ | 1 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 1,031 | | |
During the six months ended June 30, 2022, the Fund incurred less than $500 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued
based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$2,122 | | $1,459 | | $31 | | $292 | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2021.
At December 31, 2021, the Fund had no distributable earnings on a tax basis.
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2021, the Fund intends to defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$— | | $2,294 | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 33.2%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Market: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one-year period but better than its peer group average for the three-year period and for the period since the end of December 2018, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
28
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGENDSAN
4878953 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Global Focus Real Estate Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 9 | | |
Notes to Financial Statements | | | 13 | | |
Investment Advisory Agreement Approval | | | 20 | | |
Liquidity Risk Management Program | | | 22 | | |
U.S. Customer Privacy Notice | | | 23 | | |
Director and Officer Information | | | 26 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Global Focus Real Estate Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
Global Focus Real Estate Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Global Focus Real Estate Portfolio Class I | | $ | 1,000.00 | | | $ | 789.60 | | | $ | 1,020.13 | | | $ | 4.17 | | | $ | 4.71 | | | | 0.94 | % | |
Global Focus Real Estate Portfolio Class A | | | 1,000.00 | | | | 787.00 | | | | 1,018.35 | | | | 5.76 | | | | 6.51 | | | | 1.30 | | |
Global Focus Real Estate Portfolio Class C | | | 1,000.00 | | | | 784.60 | | | | 1,014.63 | | | | 9.07 | | | | 10.24 | | | | 2.05 | | |
Global Focus Real Estate Portfolio Class R6(1) | | | 1,000.00 | | | | 789.70 | | | | 1,020.33 | | | | 3.99 | | | | 4.51 | | | | 0.90 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the actual days accrued in the period).
** Annaulized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
Global Focus Real Estate Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.5%) | |
Australia (2.7%) | |
Dexus REIT | | | 6,245 | | | $ | 38 | | |
Ingenia Communities Group REIT | | | 8,148 | | | | 23 | | |
National Storage REIT | | | 21,077 | | | | 31 | | |
Shopping Centres Australasia Property Group REIT | | | 10,902 | | | | 21 | | |
| | | 113 | | |
Belgium (1.8%) | |
Aedifica SA REIT | | | 781 | | | | 75 | | |
Canada (3.3%) | |
Chartwell Retirement Residences | | | 3,603 | | | | 31 | | |
InterRent Real Estate Investment Trust REIT | | | 3,977 | | | | 37 | | |
Tricon Residential, Inc. | | | 6,888 | | | | 70 | | |
| | | 138 | | |
China (0.6%) | |
GDS Holdings Ltd. ADR (a) | | | 714 | | | | 24 | | |
France (0.9%) | |
Klepierre SA REIT (a) | | | 929 | | | | 18 | | |
Mercialys SA REIT | | | 2,533 | | | | 20 | | |
| | | 38 | | |
Germany (1.0%) | |
Vonovia SE | | | 1,318 | | | | 41 | | |
Hong Kong (4.6%) | |
Hongkong Land Holdings Ltd. | | | 8,500 | | | | 43 | | |
Link REIT | | | 10,200 | | | | 83 | | |
Wharf Real Estate Investment Co., Ltd. | | | 14,000 | | | | 67 | | |
| | | 193 | | |
Japan (7.8%) | |
Japan Metropolitan Fund Investment Corp. REIT | | | 56 | | | | 44 | | |
Mitsubishi Estate Logistics Investment Corp. REIT | | | 19 | | | | 64 | | |
Mitsui Fudosan Co., Ltd. | | | 5,700 | | | | 122 | | |
Nippon Building Fund, Inc. REIT | | | 19 | | | | 95 | | |
| | | 325 | | |
Netherlands (1.0%) | |
NSI NV REIT | | | 1,178 | | | | 41 | | |
Singapore (3.9%) | |
CapitaLand Integrated Commercial Trust REIT | | | 30,700 | | | | 48 | | |
Digital Core Management Pte Ltd. REIT (a) | | | 34,700 | | | | 27 | | |
Mapletree Industrial Trust REIT | | | 19,600 | | | | 37 | | |
Suntec REIT | | | 43,900 | | | | 51 | | |
| | | 163 | | |
Spain (1.2%) | |
Merlin Properties Socimi SA REIT | | | 5,373 | | | | 52 | | |
Sweden (0.7%) | |
Catena AB | | | 773 | | | | 28 | | |
United Kingdom (4.8%) | |
Empiric Student Property PLC REIT | | | 40,202 | | | | 42 | | |
Helical PLC | | | 7,194 | | | | 33 | | |
Land Securities Group PLC REIT | | | 4,724 | | | | 38 | | |
LondonMetric Property PLC REIT | | | 13,858 | | | | 38 | | |
Segro PLC REIT | | | 4,347 | | | | 52 | | |
| | | 203 | | |
| | Shares | | Value (000) | |
United States (64.2%) | |
Agree Realty Corp. REIT | | | 2,344 | | | $ | 169 | | |
American Tower Corp. REIT | | | 1,502 | | | | 384 | | |
Americold Realty Trust, Inc. REIT | | | 2,901 | | | | 87 | | |
Boyd Gaming Corp. | | | 836 | | | | 42 | | |
Digital Realty Trust, Inc. REIT | | | 1,415 | | | | 184 | | |
Duke Realty Corp. REIT | | | 2,266 | | | | 124 | | |
Equity Residential REIT | | | 3,572 | | | | 258 | | |
Extra Space Storage, Inc. REIT | | | 504 | | | | 86 | | |
Iron Mountain, Inc. REIT | | | 1,725 | | | | 84 | | |
Mid-America Apartment Communities, Inc. REIT | | | 905 | | | | 158 | | |
NETSTREIT Corp. REIT | | | 2,930 | | | | 55 | | |
Park Hotels & Resorts, Inc. REIT | | | 1,522 | | | | 21 | | |
ProLogis, Inc. REIT | | | 1,079 | | | | 127 | | |
Public Storage REIT | | | 641 | | | | 200 | | |
RPT Realty REIT | | | 7,868 | | | | 77 | | |
SBA Communications Corp. REIT | | | 411 | | | | 132 | | |
SITE Centers Corp. REIT | | | 6,118 | | | | 82 | | |
SL Green Realty Corp. REIT | | | 882 | | | | 41 | | |
Sun Communities, Inc. REIT | | | 421 | | | | 67 | | |
Urban Edge Properties REIT | | | 5,397 | | | | 82 | | |
Welltower, Inc. REIT | | | 2,742 | | | | 226 | | |
| | | 2,686 | | |
Total Common Stocks (Cost $4,755) | | | 4,120 | | |
Short-Term Investment (0.6%) | |
Investment Company (0.6%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $24) | | | 23,716 | | | | 24 | | |
Total Investments (99.1%) (Cost $4,779) (b)(c) | | | 4,144 | | |
Other Assets in Excess of Liabilities (0.9%) | | | 37 | | |
Net Assets (100.0%) | | $ | 4,181 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) The approximate fair value and percentage of net assets, $1,272,000 and 30.4%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.
(c) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $15,000 and the aggregate gross unrealized depreciation is approximately $650,000, resulting in net unrealized depreciation of approximately $635,000.
ADR American Depositary Receipt.
REIT Real Estate Investment Trust.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments (cont'd)
Global Focus Real Estate Portfolio
Portfolio Composition
Classification | | Percentage of Total Investments | |
Diversified | | | 21.0 | % | |
Residential | | | 16.2 | | |
Retail | | | 12.6 | | |
Specialty | | | 12.5 | | |
Industrial | | | 11.6 | | |
Office | | | 8.3 | | |
Health Care | | | 8.0 | | |
Self Storage | | | 7.7 | | |
Other* | | | 2.1 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Focus Real Estate Portfolio
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $4,755) | | $ | 4,120 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $24) | | | 24 | | |
Total Investments in Securities, at Value (Cost $4,779) | | | 4,144 | | |
Foreign Currency, at Value (Cost $21) | | | 20 | | |
Due from Adviser | | | 76 | | |
Dividends Receivable | | | 18 | | |
Prepaid Offering Costs | | | 15 | | |
Interest Receivable | | | — | @ | |
Tax Reclaim Receivable | | | — | @ | |
Receivable from Affiliate | | | — | @ | |
Receivable from Securities Lending Income | | | — | @ | |
Other Assets | | | 55 | | |
Total Assets | | | 4,328 | | |
Liabilities: | |
Payable for Offering Costs | | | 73 | | |
Payable for Professional Fees | | | 46 | | |
Payable for Custodian Fees | | | 7 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class A | | | — | @ | |
Payable for Administration Fees | | | — | @ | |
Other Liabilities | | | 21 | | |
Total Liabilities | | | 147 | | |
Net Assets | | $ | 4,181 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 5,070 | | |
Total Accumulated Loss | | | (889 | ) | |
Net Assets | | $ | 4,181 | | |
CLASS I: | |
Net Assets | | $ | 4,134 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 501,248 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.25 | | |
CLASS A: | |
Net Assets | | $ | 31 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,766 | | |
Net Asset Value, Redemption Price Per Share | | $ | 8.23 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.46 | | |
Maximum Offering Price Per Share | | $ | 8.69 | | |
CLASS C: | |
Net Assets | | $ | 8 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,002 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.22 | | |
CLASS R6:* | |
Net Assets | | $ | 8 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,009 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.25 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Focus Real Estate Portfolio
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $4 of Foreign Taxes Withheld) | | $ | 75 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Income from Securities Loaned — Net | | | — | @ | |
Total Investment Income | | | 75 | | |
Expenses: | |
Offering Costs | | | 89 | | |
Professional Fees | | | 53 | | |
Advisory Fees (Note B) | | | 18 | | |
Shareholder Reporting Fees | | | 8 | | |
Registration Fees | | | 8 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 3 | | |
Administration Fees (Note C) | | | 2 | | |
Directors' Fees and Expenses | | | 1 | | |
Pricing Fees | | | 1 | | |
Shareholder Services Fees — Class A (Note D) | | | — | @ | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Sub Transfer Agency Fees — Class A | | | — | @ | |
Other Expenses | | | 7 | | |
Total Expenses | | | 194 | | |
Expenses Reimbursed by Adviser (Note B) | | | (151 | ) | |
Waiver of Advisory Fees (Note B) | | | (18 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 22 | | |
Net Investment Income | | | 53 | | |
Realized Loss: | |
Investments Sold | | | (224 | ) | |
Foreign Currency Translation | | | (1 | ) | |
Net Realized Loss | | | (225 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (946 | ) | |
Foreign Currency Translation | | | (— | @) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (946 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (1,171 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (1,118 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Global Focus Real Estate Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Period from July 30, 2021^ to December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 53 | | | $ | 19 | | |
Net Realized Loss | | | (225 | ) | | | (59 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (946 | ) | | | 311 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (1,118 | ) | | | 271 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | (20 | ) | | | (22 | ) | |
Class A | | | (— | @) | | | (— | @) | |
Class C | | | (— | @) | | | (— | @) | |
Class R6* | | | (— | @) | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | (20 | ) | | | (22 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | — | | | | 4,971 | | |
Distributions Reinvested | | | 20 | | | | 22 | | |
Class A: | |
Subscribed | | | — | | | | 37 | | |
Distributions Reinvested | | | — | @ | | | — | @ | |
Class C: | |
Subscribed | | | — | | | | 10 | | |
Distributions Reinvested | | | — | @ | | | — | @ | |
Class R6:* | |
Subscribed | | | — | | | | 10 | | |
Distributions Reinvested | | | — | @ | | | — | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 20 | | | | 5,050 | | |
Total Increase (Decrease) in Net Assets | | | (1,118 | ) | | | 5,299 | | |
Net Assets: | |
Beginning of Period | | | 5,299 | | | | — | | |
End of Period | | $ | 4,181 | | | $ | 5,299 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | — | | | | 497 | | |
Shares Issued on Distributions Reinvested | | | 2 | | | | 2 | | |
Net Increase in Class I Shares Outstanding | | | 2 | | | | 499 | | |
Class A: | |
Shares Subscribed | | | — | | | | 4 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
Net Increase in Class A Shares Outstanding | | | — | @@ | | | 4 | | |
Class C: | |
Shares Subscribed | | | — | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
Net Increase in Class C Shares Outstanding | | | — | @@ | | | 1 | | |
Class R6:* | |
Shares Subscribed | | | — | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
Net Increase in Class R6 Shares Outstanding | | | — | @@ | | | 1 | | |
^ Commencement of operations.
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
@@ Amount is less than 500 Shares.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Focus Real Estate Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period from July 30, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 10.49 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.11 | | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.31 | ) | | | 0.50 | | |
Total from Investment Operations | | | (2.20 | ) | | | 0.54 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.04 | ) | | | (0.05 | ) | |
Net Asset Value, End of Period | | $ | 8.25 | | | $ | 10.49 | | |
Total Return(3) | | | (21.04 | )%(4) | | | 5.38 | %(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,134 | | | $ | 5,239 | | |
Ratio of Expenses Before Expense Limitation | | | 8.05 | %(5) | | | 8.85 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(5)(6) | | | 0.94 | %(5)(6) | |
Ratio of Net Investment Income | | | 2.26 | %(5)(6) | | | 0.89 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 57 | %(4) | | | 44 | %(4) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) Not annualized.
(5) Annualized.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Focus Real Estate Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period from July 30, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 10.49 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.09 | | | | 0.03 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.32 | ) | | | 0.49 | | |
Total from Investment Operations | | | (2.23 | ) | | | 0.52 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.03 | ) | |
Net Asset Value, End of Period | | $ | 8.23 | | | $ | 10.49 | | |
Total Return(3) | | | (21.30 | )%(4) | | | 5.23 | %(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 31 | | | $ | 39 | | |
Ratio of Expenses Before Expense Limitation | | | 13.71 | %(5) | | | 14.76 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 1.30 | %(5)(6) | | | 1.30 | %(5)(6) | |
Ratio of Net Investment Income | | | 1.90 | %(5)(6) | | | 0.63 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 57 | %(4) | | | 44 | %(4) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) Not annualized.
(5) Annualized.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Focus Real Estate Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period from July 30, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 10.49 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.05 | | | | (0.01 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (2.31 | ) | | | 0.50 | | |
Total from Investment Operations | | | (2.26 | ) | | | 0.49 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.01 | ) | | | (0.00 | )(3) | |
Net Asset Value, End of Period | | $ | 8.22 | | | $ | 10.49 | | |
Total Return(4) | | | (21.54 | )%(5) | | | 4.92 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 28.24 | %(6) | | | 27.58 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 2.05 | %(6)(7) | | | 2.05 | %(6)(7) | |
Ratio of Net Investment Income (Loss) | | | 1.14 | %(6)(7) | | | (0.23 | )%(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 57 | %(5) | | | 44 | %(5) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) Not annualized.
(6) Annualized.
(7) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Focus Real Estate Portfolio
| | Class R6(1) | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period from July 30, 2021(2) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 10.49 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(3) | | | 0.11 | | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.31 | ) | | | 0.50 | | |
Total from Investment Operations | | | (2.20 | ) | | | 0.54 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.04 | ) | | | (0.05 | ) | |
Net Asset Value, End of Period | | $ | 8.25 | | | $ | 10.49 | | |
Total Return(4) | | | (21.03 | )%(5) | | | 5.39 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 27.10 | %(6) | | | 26.54 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 0.90 | %(6)(7) | | | 0.90 | %(6)(7) | |
Ratio of Net Investment Income | | | 2.30 | %(6)(7) | | | 0.93 | %(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 57 | %(5) | | | 44 | %(5) | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) Not annualized.
(6) Annualized.
(7) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Focus Real Estate Portfolio. The Fund seeks to provide current income and long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the
mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
The Fund invests a significant portion of its assets in securities of real estate investment trusts ("REITs"). The market's perception of prospective declines in private real estate values and other financial assets may result in increased volatility of market prices that can negatively impact the valuation of certain issuers held by the Fund.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions
about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Diversified | | $ | 292 | | | $ | 579 | | | $ | — | | | $ | 871 | | |
Health Care | | | 257 | | | | 75 | | | | — | | | | 332 | | |
Industrial | | | 338 | | | | 144 | | | | — | | | | 482 | | |
Lodging/Resorts | | | 63 | | | | — | | | | — | | | | 63 | | |
Office | | | 41 | | | | 301 | | | | — | | | | 342 | | |
Residential | | | 590 | | | | 83 | | | | — | | | | 673 | | |
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Retail | | $ | 465 | | | $ | 59 | | | $ | — | | | $ | 524 | | |
Self Storage | | | 286 | | | | 31 | | | | — | | | | 317 | | |
Specialty | | | 516 | | | | — | | | | — | | | | 516 | | |
Total Common Stocks | | | 2,848 | | | | 1,272 | | | | — | | | | 4,120 | | |
Short-Term Investment | |
Investment Company | | | 24 | | | | — | | | | — | | | | 24 | | |
Total Assets | | $ | 2,872 | | | $ | 1,272 | | | $ | — | | | $ | 4,144 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-tomarket daily by
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
At June 30, 2022, the Fund did not have any outstanding securities on loan.
5. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
6. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid quarterly. Net realized capital gains, if any, are distributed at least annually.
7. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as
non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
The Fund owns shares of REITs which report information on the source of their distributions annually in the following calendar year. A portion of distributions received from REITs during the year is estimated to be a return of capital and is recorded as a reduction of their cost.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $2 billion | | Over $2 billion | |
| 0.75 | % | | | 0.70 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.00% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.95% for Class I shares, 1.30% for Class A shares, 2.05% for Class C shares and 0.90% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $18,000 of advisory fees were waived and approximately $154,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $2,725,000 and $2,743,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 6 | | | $ | 695 | | | $ | 677 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 24 | | |
@ Amount is less than $500.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. The tax year ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal year 2021 was as follows:
2021 Distributions Paid From: | |
Ordinary Income (000) | |
$ | 22 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations
which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, due to a nondeductible expense, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | — | @ | | $ | (— | @) | |
@ Amount is less than $500.
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | 58 | | | $ | — | | |
At December 31, 2021, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $58,000, that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund did not have record owners of 10% or greater.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
The Board considered the following factors at the time of approval of the contracts which occurred prior to commencement of operations.
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services to be provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services to be provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers.
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who will provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services to be provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board considered that the Adviser plans to arrange for a public offering of shares of the Fund to raise assets for investment and that the offering had not yet begun and concluded that, since the Fund currently had no assets to invest (other than seed capital required under the Investment Company Act) and had no track record of performance, this was not a factor it needed to address at the present time.
The Board reviewed the advisory and administrative fee rates (the "management fee rates") proposed to be paid by the Fund under the Management Agreement relative to comparable funds advised by the Adviser, when applicable, and compared to their peers as determined by the Adviser, and reviewed the anticipated total expense ratio of the Fund. The Board considered that the Fund requires the Adviser to develop processes, invest in additional resources and incur additional risks to successfully manage the Fund and concluded that the proposed management fee rate and anticipated total expense ratio would be competitive with its peer group averages.
Economies of Scale
The Board considered the growth prospects of the Fund and the structure of the proposed management fee schedule, which includes a breakpoint. The Board considered that the Fund's potential growth was uncertain and concluded that it would be premature to consider economies of scale as a factor in approving the Management Agreement at the present time.
Profitability of the Adviser and Affiliates
Since the Fund had not begun operations and had not paid any fees to the Adviser, the Board concluded that this was not a factor that needed to be considered at the present time.
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates to be derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. Since the Fund had not begun operations and had not paid any fees to the Adviser, the Board concluded that these benefits were not a factor that needed to be considered at the present time.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to enter into this relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its future shareholders to approve the Management Agreement, which will remain in effect for two years and thereafter must be approved annually by the Board of the Fund if it is to continue in effect. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
26
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGFRESAN
4877739 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Global Franchise Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 10 | | |
Notes to Financial Statements | | | 15 | | |
Investment Advisory Agreement Approval | | | 22 | | |
Liquidity Risk Management Program | | | 24 | | |
U.S. Customer Privacy Notice | | | 25 | | |
Director and Officer Information | | | 28 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Global Franchise Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
Global Franchise Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Global Franchise Portfolio Class I | | $ | 1,000.00 | | | $ | 816.20 | | | $ | 1,020.23 | | | $ | 4.14 | | | $ | 4.61 | | | | 0.92 | % | |
Global Franchise Portfolio Class A | | | 1,000.00 | | | | 815.30 | | | | 1,019.09 | | | | 5.18 | | | | 5.76 | | | | 1.15 | | |
Global Franchise Portfolio Class L | | | 1,000.00 | | | | 813.10 | | | | 1,016.56 | | | | 7.46 | | | | 8.30 | | | | 1.66 | | |
Global Franchise Portfolio Class C | | | 1,000.00 | | | | 812.10 | | | | 1,015.37 | | | | 8.54 | | | | 9.49 | | | | 1.90 | | |
Global Franchise Portfolio Class R6(1) | | | 1,000.00 | | | | 816.50 | | | | 1,020.73 | | | | 3.69 | | | | 4.11 | | | | 0.82 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
Global Franchise Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.0%) | |
France (5.6%) | |
L'Oreal SA | | | 174,238 | | | $ | 60,496 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 106,226 | | | | 65,104 | | |
Pernod Ricard SA | | | 293,019 | | | | 54,172 | | |
| | | 179,772 | | |
Germany (4.6%) | |
SAP SE | | | 1,599,183 | | | | 145,766 | | |
Italy (0.4%) | |
Davide Campari-Milano NV | | | 1,242,594 | | | | 13,109 | | |
Netherlands (2.2%) | |
Heineken NV | | | 770,211 | | | | 70,106 | | |
United Kingdom (10.3%) | |
Experian PLC | | | 957,146 | | | | 28,102 | | |
Reckitt Benckiser Group PLC | | | 2,968,061 | | | | 223,235 | | |
RELX PLC (Euronext NV) | | | 581,176 | | | | 15,717 | | |
RELX PLC (LSE) | | | 2,218,892 | | | | 60,246 | | |
| | | 327,300 | | |
United States (74.9%) | |
Abbott Laboratories | | | 1,303,365 | | | | 141,611 | | |
Accenture PLC, Class A | | | 555,513 | | | | 154,238 | | |
Automatic Data Processing, Inc. | | | 403,533 | | | | 84,758 | | |
Baxter International, Inc. | | | 1,878,593 | | | | 120,662 | | |
Becton Dickinson & Co. | | | 482,903 | | | | 119,050 | | |
Broadridge Financial Solutions, Inc. | | | 284,973 | | | | 40,623 | | |
Coca-Cola Co. | | | 1,078,703 | | | | 67,861 | | |
Danaher Corp. | | | 683,711 | | | | 173,335 | | |
Equifax, Inc. | | | 289,270 | | | | 52,873 | | |
Estee Lauder Cos., Inc., Class A | | | 180,112 | | | | 45,869 | | |
Fidelity National Information Services, Inc. | | | 789,782 | | | | 72,399 | | |
Intercontinental Exchange, Inc. | | | 1,245,854 | | | | 117,160 | | |
Microsoft Corp. | | | 1,081,307 | | | | 277,712 | | |
Moody's Corp. | | | 120,210 | | | | 32,694 | | |
NIKE, Inc., Class B | | | 413,859 | | | | 42,296 | | |
Otis Worldwide Corp. | | | 671,557 | | | | 47,459 | | |
Philip Morris International, Inc. | | | 2,420,589 | | | | 239,009 | | |
Procter & Gamble Co. | | | 749,665 | | | | 107,794 | | |
Roper Technologies, Inc. | | | 165,504 | | | | 65,316 | | |
Steris PLC | | | 33,930 | | | | 6,995 | | |
Thermo Fisher Scientific, Inc. | | | 281,603 | | | | 152,989 | | |
Visa, Inc., Class A | | | 969,784 | | | | 190,941 | | |
Zoetis, Inc. | | | 217,996 | | | | 37,471 | | |
| | | 2,391,115 | | |
Total Common Stocks (Cost $2,571,815) | | | 3,127,168 | | |
Short-Term Investment (1.9%) | |
Investment Company (1.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $60,450) | | | 60,449,964 | | | | 60,450 | | |
Total Investments (99.9%) (Cost $2,632,265) (a)(b) | | | 3,187,618 | | |
Other Assets in Excess of Liabilities (0.1%) | | | 3,139 | | |
Net Assets (100.0%) | | $ | 3,190,757 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) The approximate fair value and percentage of net assets, $736,053,000 and 23.1%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.
(b) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $695,296,000 and the aggregate gross unrealized depreciation is approximately $139,943,000, resulting in net unrealized appreciation of approximately $555,353,000.
Euronext NV Euronext Amsterdam Stock Market.
LSE London Stock Exchange.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Information Technology Services | | | 17.4 | % | |
Software | | | 15.6 | | |
Other* | | | 14.4 | | |
Health Care Equipment & Supplies | | | 12.4 | | |
Household Products | | | 10.6 | | |
Life Sciences Tools & Services | | | 10.4 | | |
Tobacco | | | 7.6 | | |
Beverages | | | 6.6 | | |
Professional Services | | | 5.0 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Franchise Portfolio
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $2,571,815) | | $ | 3,127,168 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $60,450) | | | 60,450 | | |
Total Investments in Securities, at Value (Cost $2,632,265) | | | 3,187,618 | | |
Foreign Currency, at Value (Cost $699) | | | 690 | | |
Dividends Receivable | | | 5,384 | | |
Receivable for Investments Sold | | | 4,686 | | |
Receivable for Fund Shares Sold | | | 1,745 | | |
Tax Reclaim Receivable | | | 830 | | |
Receivable from Affiliate | | | 39 | | |
Other Assets | | | 236 | | |
Total Assets | | | 3,201,228 | | |
Liabilities: | |
Payable for Advisory Fees | | | 6,087 | | |
Payable for Fund Shares Redeemed | | | 2,535 | | |
Payable for Investments Purchased | | | 859 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 395 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 53 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 20 | | |
Payable for Administration Fees | | | 214 | | |
Payable for Shareholder Services Fees — Class A | | | 70 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 5 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 100 | | |
Payable for Professional Fees | | | 29 | | |
Payable for Custodian Fees | | | 22 | | |
Payable for Transfer Agency Fees — Class I | | | 6 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | 1 | | |
Other Liabilities | | | 72 | | |
Total Liabilities | | | 10,471 | | |
Net Assets | | $ | 3,190,757 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 2,597,940 | | |
Total Distributable Earnings | | | 592,817 | | |
Net Assets | | $ | 3,190,757 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Franchise Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 2,201,799 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 72,928,981 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 30.19 | | |
CLASS A: | |
Net Assets | | $ | 337,068 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 11,470,116 | | |
Net Asset Value, Redemption Price Per Share | | $ | 29.39 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.63 | | |
Maximum Offering Price Per Share | | $ | 31.02 | | |
CLASS L: | |
Net Assets | | $ | 7,587 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 259,098 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 29.28 | | |
CLASS C: | |
Net Assets | | $ | 118,805 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 4,158,011 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 28.57 | | |
CLASS R6:* | |
Net Assets | | $ | 525,498 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 17,389,395 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 30.22 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Franchise Portfolio
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $930 of Foreign Taxes Withheld) | | $ | 31,698 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 84 | | |
Total Investment Income | | | 31,782 | | |
Expenses: | |
Advisory Fees (Note B) | | | 12,654 | | |
Sub Transfer Agency Fees — Class I | | | 1,219 | | |
Sub Transfer Agency Fees — Class A | | | 152 | | |
Sub Transfer Agency Fees — Class L | | | 3 | | |
Sub Transfer Agency Fees — Class C | | | 51 | | |
Administration Fees (Note C) | | | 1,404 | | |
Shareholder Services Fees — Class A (Note D) | | | 453 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 31 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 682 | | |
Registration Fees | | | 80 | | |
Shareholder Reporting Fees | | | 67 | | |
Professional Fees | | | 61 | | |
Custodian Fees (Note F) | | | 56 | | |
Transfer Agency Fees — Class I (Note E) | | | 14 | | |
Transfer Agency Fees — Class A (Note E) | | | 3 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 2 | | |
Directors' Fees and Expenses | | | 21 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 31 | | |
Total Expenses | | | 16,988 | | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (35 | ) | |
Net Expenses | | | 16,953 | | |
Net Investment Income | | | 14,829 | | |
Realized Gain (Loss): | |
Investments Sold | | | 59,262 | | |
Foreign Currency Translation | | | (196 | ) | |
Net Realized Gain | | | 59,066 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (807,147 | ) | |
Foreign Currency Translation | | | (81 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (807,228 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (748,162 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (733,333 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Global Franchise Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 14,829 | | | $ | 24,703 | | |
Net Realized Gain | | | 59,066 | | | | 59,422 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (807,228 | ) | | | 589,414 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (733,333 | ) | | | 673,539 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (74,018 | ) | |
Class A | | | — | | | | (9,816 | ) | |
Class L | | | — | | | | (195 | ) | |
Class C | | | — | | | | (3,249 | ) | |
Class R6* | | | — | | | | (13,032 | ) | |
Paid-in-Capital: | |
Class I | | | — | | | | (1,104 | ) | |
Class A | | | — | | | | (158 | ) | |
Class L | | | — | | | | (4 | ) | |
Class C | | | — | | | | (— | @) | |
Class R6* | | | — | | | | (189 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (101,765 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 263,970 | | | | 666,814 | | |
Distributions Reinvested | | | — | | | | 72,622 | | |
Redeemed | | | (340,110 | ) | | | (667,086 | ) | |
Class A: | |
Subscribed | | | 59,857 | | | | 83,141 | | |
Distributions Reinvested | | | — | | | | 9,470 | | |
Redeemed | | | (42,872 | ) | | | (72,864 | ) | |
Class L: | |
Exchanged | | | 87 | | | | 16 | | |
Distributions Reinvested | | | — | | | | 199 | | |
Redeemed | | | (227 | ) | | | (614 | ) | |
Class C: | |
Subscribed | | | 15,009 | | | | 36,379 | | |
Distributions Reinvested | | | — | | | | 3,144 | | |
Redeemed | | | (24,582 | ) | | | (30,778 | ) | |
Class R6:* | |
Subscribed | | | 45,732 | | | | 202,550 | | |
Distributions Reinvested | | | — | | | | 13,031 | | |
Redeemed | | | (11,403 | ) | | | (51,726 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (34,539 | ) | | | 264,298 | | |
Total Increase (Decrease) in Net Assets | | | (767,872 | ) | | | 836,072 | | |
Net Assets: | |
Beginning of Period | | | 3,958,629 | | | | 3,122,557 | | |
End of Period | | $ | 3,190,757 | | | $ | 3,958,629 | | |
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Global Franchise Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 7,920 | | | | 19,783 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2,025 | | |
Shares Redeemed | | | (10,424 | ) | | | (20,099 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (2,504 | ) | | | 1,709 | | |
Class A: | |
Shares Subscribed | | | 1,839 | | | | 2,530 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 271 | | |
Shares Redeemed | | | (1,339 | ) | | | (2,268 | ) | |
Net Increase in Class A Shares Outstanding | | | 500 | | | | 533 | | |
Class L: | |
Shares Exchanged | | | 3 | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 6 | | |
Shares Redeemed | | | (7 | ) | | | (20 | ) | |
Net Decrease in Class L Shares Outstanding | | | (4 | ) | | | (13 | ) | |
Class C: | |
Shares Subscribed | | | 474 | | | | 1,121 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 92 | | |
Shares Redeemed | | | (799 | ) | | | (959 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (325 | ) | | | 254 | | |
Class R6:* | |
Shares Subscribed | | | 1,381 | | | | 5,739 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 364 | | |
Shares Redeemed | | | (352 | ) | | | (1,600 | ) | |
Net Increase in Class R6 Shares Outstanding | | | 1,029 | | | | 4,503 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Franchise Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 36.99 | | | $ | 31.20 | | | $ | 28.53 | | | $ | 23.03 | | | $ | 24.72 | | | $ | 20.56 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.14 | | | | 0.27 | | | | 0.30 | | | | 0.30 | | | | 0.29 | | | | 0.27 | | |
Net Realized and Unrealized Gain (Loss) | | | (6.94 | ) | | | 6.54 | | | | 3.45 | | | | 6.51 | | | | (0.63 | ) | | | 5.05 | | |
Total from Investment Operations | | | (6.80 | ) | | | 6.81 | | | | 3.75 | | | | 6.81 | | | | (0.34 | ) | | | 5.32 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.27 | ) | | | (0.28 | ) | | | (0.27 | ) | | | (0.27 | ) | | | (0.24 | ) | |
Net Realized Gain | | | — | | | | (0.74 | ) | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | | | (0.92 | ) | |
Paid-in-Capital | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (1.02 | ) | | | (1.08 | ) | | | (1.31 | ) | | | (1.35 | ) | | | (1.16 | ) | |
Net Asset Value, End of Period | | $ | 30.19 | | | $ | 36.99 | | | $ | 31.20 | | | $ | 28.53 | | | $ | 23.03 | | | $ | 24.72 | | |
Total Return(2) | | | (18.38 | )%(5) | | | 21.92 | % | | | 13.22 | % | | | 29.60 | % | | | (1.50 | )% | | | 25.85 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,201,799 | | | $ | 2,790,499 | | | $ | 2,300,448 | | | $ | 1,593,092 | | | $ | 918,409 | | | $ | 753,107 | | |
Ratio of Expenses Before Expense Limitation | | | 0.92 | %(6) | | | 0.91 | % | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.92 | %(3)(6) | | | 0.91 | %(3) | | | 0.92 | %(3) | | | 0.93 | %(3) | | | 0.94 | %(3) | | | 0.98 | %(3) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.92 | %(3) | | | 0.93 | %(3) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.89 | %(3)(6) | | | 0.79 | %(3) | | | 1.04 | %(3) | | | 1.09 | %(3) | | | 1.14 | %(3) | | | 1.17 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | |
Portfolio Turnover Rate | | | 10 | %(5) | | | 17 | % | | | 19 | % | | | 16 | % | | | 27 | % | | | 28 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Amount is less than 0.005%.
(5) Not annualized.
(6) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Franchise Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 36.05 | | | $ | 30.44 | | | $ | 27.86 | | | $ | 22.53 | | | $ | 24.21 | | | $ | 20.16 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.11 | | | | 0.18 | | | | 0.22 | | | | 0.23 | | | | 0.21 | | | | 0.22 | | |
Net Realized and Unrealized Gain (Loss) | | | (6.77 | ) | | | 6.37 | | | | 3.37 | | | | 6.35 | | | | (0.61 | ) | | | 4.94 | | |
Total from Investment Operations | | | (6.66 | ) | | | 6.55 | | | | 3.59 | | | | 6.58 | | | | (0.40 | ) | | | 5.16 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.19 | ) | | | (0.21 | ) | | | (0.21 | ) | | | (0.20 | ) | | | (0.19 | ) | |
Net Realized Gain | | | — | | | | (0.74 | ) | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | | | (0.92 | ) | |
Paid-in-Capital | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.94 | ) | | | (1.01 | ) | | | (1.25 | ) | | | (1.28 | ) | | | (1.11 | ) | |
Net Asset Value, End of Period | | $ | 29.39 | | | $ | 36.05 | | | $ | 30.44 | | | $ | 27.86 | | | $ | 22.53 | | | $ | 24.21 | | |
Total Return(2) | | | (18.47 | )%(5) | | | 21.61 | % | | | 12.95 | % | | | 29.24 | % | | | (1.77 | )% | | | 25.58 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 337,068 | | | $ | 395,450 | | | $ | 317,673 | | | $ | 292,491 | | | $ | 150,936 | | | $ | 146,722 | | |
Ratio of Expenses Before Expense Limitation | | | 1.15 | %(6) | | | 1.16 | % | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.15 | %(3)(6) | | | 1.16 | %(3) | | | 1.16 | %(3) | | | 1.19 | %(3) | | | 1.23 | %(3) | | | 1.21 | %(3) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.16 | %(3) | | | 1.19 | %(3) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.67 | %(3)(6) | | | 0.54 | %(3) | | | 0.77 | %(3) | | | 0.83 | %(3) | | | 0.84 | %(3) | | | 0.94 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | |
Portfolio Turnover Rate | | | 10 | %(5) | | | 17 | % | | | 19 | % | | | 16 | % | | | 27 | % | | | 28 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Amount is less than 0.005%.
(5) Not annualized.
(6) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Franchise Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 36.01 | | | $ | 30.41 | | | $ | 27.84 | | | $ | 22.51 | | | $ | 24.18 | | | $ | 20.13 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.03 | | | | 0.01 | | | | 0.07 | | | | 0.09 | | | | 0.09 | | | | 0.10 | | |
Net Realized and Unrealized Gain (Loss) | | | (6.76 | ) | | | 6.36 | | | | 3.36 | | | | 6.35 | | | | (0.62 | ) | | | 4.93 | | |
Total from Investment Operations | | | (6.73 | ) | | | 6.37 | | | | 3.43 | | | | 6.44 | | | | (0.53 | ) | | | 5.03 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.02 | ) | | | (0.06 | ) | | | (0.07 | ) | | | (0.06 | ) | | | (0.06 | ) | |
Net Realized Gain | | | — | | | | (0.74 | ) | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | | | (0.92 | ) | |
Paid-in-Capital | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.77 | ) | | | (0.86 | ) | | | (1.11 | ) | | | (1.14 | ) | | | (0.98 | ) | |
Net Asset Value, End of Period | | $ | 29.28 | | | $ | 36.01 | | | $ | 30.41 | | | $ | 27.84 | | | $ | 22.51 | | | $ | 24.18 | | |
Total Return(2) | | | (18.69 | )%(5) | | | 21.02 | % | | | 12.38 | % | | | 28.62 | % | | | (2.29 | )% | | | 24.98 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 7,587 | | | $ | 9,473 | | | $ | 8,390 | | | $ | 8,388 | | | $ | 7,312 | | | $ | 7,993 | | |
Ratio of Expenses Before Expense Limitation | | | 1.66 | %(6) | | | 1.66 | % | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.66 | %(3)(6) | | | 1.66 | %(3) | | | 1.66 | %(3) | | | 1.69 | %(3) | | | 1.73 | %(3) | | | 1.70 | %(3) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.66 | %(3) | | | 1.69 | %(3) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.15 | %(3)(6) | | | 0.05 | %(3) | | | 0.26 | %(3) | | | 0.31 | %(3) | | | 0.36 | %(3) | | | 0.44 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | |
Portfolio Turnover Rate | | | 10 | %(5) | | | 17 | % | | | 19 | % | | | 16 | % | | | 27 | % | | | 28 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Amount is less than 0.005%.
(5) Not annualized.
(6) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Franchise Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 35.18 | | | $ | 29.77 | | | $ | 27.30 | | | $ | 22.13 | | | $ | 23.82 | | | $ | 19.88 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | (0.02 | ) | | | (0.06 | ) | | | 0.01 | | | | 0.02 | | | | 0.03 | | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | (6.59 | ) | | | 6.21 | | | | 3.27 | | | | 6.23 | | | | (0.60 | ) | | | 4.86 | | |
Total from Investment Operations | | | (6.61 | ) | | | 6.15 | | | | 3.28 | | | | 6.25 | | | | (0.57 | ) | | | 4.90 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.01 | ) | | | (0.04 | ) | | | (0.04 | ) | | | (0.04 | ) | |
Net Realized Gain | | | — | | | | (0.74 | ) | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | | | (0.92 | ) | |
Paid-in-Capital | | | — | | | | (0.00 | )(2) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.74 | ) | | | (0.81 | ) | | | (1.08 | ) | | | (1.12 | ) | | | (0.96 | ) | |
Net Asset Value, End of Period | | $ | 28.57 | | | $ | 35.18 | | | $ | 29.77 | | | $ | 27.30 | | | $ | 22.13 | | | $ | 23.82 | | |
Total Return(3) | | | (18.79 | )%(6) | | | 20.74 | % | | | 12.09 | % | | | 28.27 | % | | | (2.51 | )% | | | 24.63 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 118,805 | | | $ | 157,721 | | | $ | 125,919 | | | $ | 99,141 | | | $ | 55,271 | | | $ | 47,726 | | |
Ratio of Expenses Before Expense Limitation | | | 1.90 | %(7) | | | 1.90 | % | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.90 | %(4)(7) | | | 1.90 | %(4) | | | 1.91 | %(4) | | | 1.95 | %(4) | | | 1.96 | %(4) | | | 1.98 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.91 | %(4) | | | 1.95 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.10 | )%(4)(7) | | | (0.20 | )%(4) | | | 0.03 | %(4) | | | 0.07 | %(4) | | | 0.12 | %(4) | | | 0.16 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 10 | %(6) | | | 17 | % | | | 19 | % | | | 16 | % | | | 27 | % | | | 28 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Franchise Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 37.01 | | | $ | 31.21 | | | $ | 28.53 | | | $ | 23.03 | | | $ | 24.72 | | | $ | 20.55 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.17 | | | | 0.31 | | | | 0.33 | | | | 0.32 | | | | 0.32 | | | | 0.29 | | |
Net Realized and Unrealized Gain (Loss) | | | (6.96 | ) | | | 6.54 | | | | 3.45 | | | | 6.51 | | | | (0.65 | ) | | | 5.05 | | |
Total from Investment Operations | | | (6.79 | ) | | | 6.85 | | | | 3.78 | | | | 6.83 | | | | (0.33 | ) | | | 5.34 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.30 | ) | | | (0.30 | ) | | | (0.29 | ) | | | (0.28 | ) | | | (0.25 | ) | |
Net Realized Gain | | | — | | | | (0.74 | ) | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | | | (0.92 | ) | |
Paid-in-Capital | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (1.05 | ) | | | (1.10 | ) | | | (1.33 | ) | | | (1.36 | ) | | | (1.17 | ) | |
Net Asset Value, End of Period | | $ | 30.22 | | | $ | 37.01 | | | $ | 31.21 | | | $ | 28.53 | | | $ | 23.03 | | | $ | 24.72 | | |
Total Return(3) | | | (18.35 | )%(6) | | | 22.05 | % | | | 13.33 | % | | | 29.67 | % | | | (1.45 | )% | | | 26.00 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 525,498 | | | $ | 605,486 | | | $ | 370,127 | | | $ | 137,283 | | | $ | 204,031 | | | $ | 90,488 | | |
Ratio of Expenses Before Expense Limitation | | | 0.82 | %(7) | | | 0.82 | % | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.82 | %(4)(7) | | | 0.82 | %(4) | | | 0.83 | %(4) | | | 0.86 | %(4) | | | 0.88 | %(4) | | | 0.91 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.83 | %(4) | | | 0.86 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 1.02 | %(4)(7) | | | 0.90 | %(4) | | | 1.14 | %(4) | | | 1.21 | %(4) | | | 1.30 | %(4) | | | 1.23 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 10 | %(6) | | | 17 | % | | | 19 | % | | | 16 | % | | | 27 | % | | | 28 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Franchise Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class R6. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the
security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Limited ("MSIM Limited") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards
CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Beverages | | $ | 67,861 | | | $ | 137,387 | | | $ | — | | | $ | 205,248 | | |
Capital Markets | | | 149,854 | | | | — | | | | — | | | | 149,854 | | |
Health Care Equipment & Supplies | | | 388,318 | | | | — | | | | — | | | | 388,318 | | |
Household Products | | | 107,794 | | | | 223,235 | | | | — | | | | 331,029 | | |
Information Technology Services | | | 542,959 | | | | — | | | | — | | | | 542,959 | | |
Life Sciences Tools & Services | | | 326,324 | | | | — | | | | — | | | | 326,324 | | |
Machinery | | | 47,459 | | | | — | | | | — | | | | 47,459 | | |
Personal Products | | | 45,869 | | | | 60,496 | | | | — | | | | 106,365 | | |
Pharmaceuticals | | | 37,471 | | | | — | | | | — | | | | 37,471 | | |
Professional Services | | | 52,873 | | | | 104,065 | | | | — | | | | 156,938 | | |
Software | | | 343,028 | | | | 145,766 | | | | — | | | | 488,794 | | |
Textiles, Apparel & Luxury Goods | | | 42,296 | | | | 65,104 | | | | — | | | | 107,400 | | |
Tobacco | | | 239,009 | | | | — | | | | — | | | | 239,009 | | |
Total Common Stocks | | | 2,391,115 | | | | 736,053 | | | | — | | | | 3,127,168 | | |
Short-Term Investment | |
Investment Company | | | 60,450 | | | | — | | | | — | | | | 60,450 | | |
Total Assets | | $ | 2,451,565 | | | $ | 736,053 | | | $ | — | | | $ | 3,187,618 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of
securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
4. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
5. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
6. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $500 million | | Next $500 million | | Over $1 billion | |
0.80% | | 0.75% | | 0.70% | |
For the six months ended June 30, 2022, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.72% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses,
excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.00% for Class I shares, 1.35% for Class A shares, 1.85% for Class L shares, 2.10% for Class C shares and 0.95% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. This arrangement had no effect for the six months ended June 30, 2022.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $345,977,000 and $363,411,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its
pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $35,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 65,018 | | | $ | 228,925 | | | $ | 233,493 | | | $ | 84 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 60,450 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | |
| | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Paid-in- Capital (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 24,896 | | | $ | 75,414 | | | $ | 1,455 | | | $ | 25,074 | | | $ | 76,412 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2021.
At December 31, 2021, the Fund had no distributable earning on a tax basis.
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended
December 31, 2021, the Fund intends to defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post- October Capital Losses (000) | |
$67 | | $13,400 | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 35.7%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser, Sub-Adviser and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee was higher than but close to its peer group average and total expense ratio was lower than its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
28
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGFSAN
4877748 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Global Infrastructure Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 8 | | |
Statements of Changes in Net Assets | | | 9 | | |
Financial Highlights | | | 11 | | |
Notes to Financial Statements | | | 17 | | |
Investment Advisory Agreement Approval | | | 24 | | |
Liquidity Risk Management Program | | | 26 | | |
U.S. Customer Privacy Notice | | | 27 | | |
Director and Officer Information | | | 30 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Global Infrastructure Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
Global Infrastructure Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Global Infrastructure Portfolio Class I | | $ | 1,000.00 | | | $ | 937.10 | | | $ | 1,019.98 | | | $ | 4.66 | | | $ | 4.86 | | | | 0.97 | % | |
Global Infrastructure Portfolio Class A | | | 1,000.00 | | | | 936.30 | | | | 1,018.79 | | | | 5.81 | | | | 6.06 | | | | 1.21 | | |
Global Infrastructure Portfolio Class L | | | 1,000.00 | | | | 932.80 | | | | 1,015.97 | | | | 8.53 | | | | 8.90 | | | | 1.78 | | |
Global Infrastructure Portfolio Class C | | | 1,000.00 | | | | 931.50 | | | | 1,014.58 | | | | 9.87 | | | | 10.29 | | | | 2.06 | | |
Global Infrastructure Portfolio Class R6(1) | | | 1,000.00 | | | | 937.40 | | | | 1,020.13 | | | | 4.52 | | | | 4.71 | | | | 0.94 | | |
Global Infrastructure Portfolio Class IR | | | 1,000.00 | | | | 937.00 | | | | 1,020.13 | | | | 4.51 | | | | 4.71 | | | | 0.94 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
Global Infrastructure Portfolio
| | Shares | | Value (000) | |
Common Stocks (96.9%) | |
Australia (2.5%) | |
Atlas Arteria Ltd. (Units) (a) | | | 294,810 | | | $ | 1,642 | | |
Transurban Group (Units) (a) | | | 579,908 | | | | 5,770 | | |
| | | 7,412 | | |
Canada (17.4%) | |
Canadian Pacific Railway Ltd. | | | 17,391 | | | | 1,215 | | |
Enbridge, Inc. | | | 271,567 | | | | 11,468 | | |
GFL Environmental, Inc. (b) | | | 495,070 | | | | 12,773 | | |
Gibson Energy, Inc. | | | 361,863 | | | | 6,702 | | |
Pembina Pipeline Corp. | | | 220,294 | | | | 7,787 | | |
TC Energy Corp. | | | 230,323 | | | | 11,931 | | |
| | | 51,876 | | |
China (9.5%) | |
China Gas Holdings Ltd. (c) | | | 18,177,600 | | | | 28,141 | | |
France (5.1%) | |
Aeroports de Paris (d) | | | 3,161 | | | | 403 | | |
Getlink SE | | | 220,184 | | | | 3,905 | | |
Vinci SA | | | 122,314 | | | | 10,979 | | |
| | | 15,287 | | |
Germany (0.2%) | |
Fraport AG Frankfurt Airport Services Worldwide (d) | | | 14,533 | | | | 636 | | |
Hong Kong (0.9%) | |
Power Assets Holdings Ltd. | | | 431,571 | | | | 2,719 | | |
Italy (6.9%) | |
Atlantia SpA | | | 200,568 | | | | 4,708 | | |
Infrastrutture Wireless Italiane SpA | | | 1,162,704 | | | | 11,821 | | |
Terna — Rete Elettrica Nazionale | | | 527,988 | | | | 4,151 | | |
| | | 20,680 | | |
Mexico (2.1%) | |
Grupo Aeroportuario del Pacifico SAB de CV, Class B | | | 229,540 | | | | 3,209 | | |
Grupo Aeroportuario del Sureste SAB de CV, Class B | | | 153,666 | | | | 3,020 | | |
| | | 6,229 | | |
New Zealand (0.4%) | |
Auckland International Airport Ltd. (d) | | | 285,502 | | | | 1,279 | | |
Portugal (0.4%) | |
EDP Renovaveis SA | | | 56,609 | | | | 1,337 | | |
Spain (4.8%) | |
Aena SME SA (d) | | | 16,665 | | | | 2,126 | | |
Cellnex Telecom SA | | | 120,941 | | | | 4,707 | | |
Ferrovial SA | | | 132,096 | | | | 3,361 | | |
Iberdrola SA | | | 379,498 | | | | 3,951 | | |
| | | 14,145 | | |
Switzerland (0.4%) | |
Flughafen Zurich AG (Registered) (d) | | | 6,992 | | | | 1,060 | | |
United Kingdom (6.0%) | |
National Grid PLC | | | 860,991 | | | | 11,065 | | |
Pennon Group PLC | | | 309,355 | | | | 3,600 | | |
Severn Trent PLC | | | 96,215 | | | | 3,194 | | |
| | | 17,859 | | |
| | Shares | | Value (000) | |
United States (40.3%) | |
Ameren Corp. | | | 34,659 | | | $ | 3,132 | | |
American Electric Power Co. Inc. | | | 66,939 | | | | 6,422 | | |
American Tower Corp. REIT | | | 100,569 | | | | 25,704 | | |
American Water Works Co. Inc. | | | 28,254 | | | | 4,203 | | |
Atmos Energy Corp. | | | 40,998 | | | | 4,596 | | |
CenterPoint Energy, Inc. | | | 144,847 | | | | 4,285 | | |
Cheniere Energy, Inc. | | | 35,946 | | | | 4,782 | | |
Crown Castle International Corp. REIT | | | 81,516 | | | | 13,726 | | |
Edison International | | | 80,044 | | | | 5,062 | | |
Entergy Corp. | | | 34,463 | | | | 3,882 | | |
Eversource Energy | | | 60,201 | | | | 5,085 | | |
NiSource, Inc. | | | 139,095 | | | | 4,102 | | |
ONEOK, Inc. | | | 34,483 | | | | 1,914 | | |
PG&E Corp. (d) | | | 201,313 | | | | 2,009 | | |
SBA Communications Corp. REIT | | | 20,155 | | | | 6,451 | | |
Sempra Energy | | | 78,462 | | | | 11,790 | | |
Targa Resources Corp. | | | 66,080 | | | | 3,943 | | |
Waste Connections, Inc. | | | 6,926 | | | | 858 | | |
Williams Cos., Inc. (The) | | | 193,680 | | | | 6,045 | | |
Xcel Energy, Inc. | | | 26,175 | | | | 1,852 | | |
| | | 119,843 | | |
Total Common Stocks (Cost $268,766) | | | 288,503 | | |
Short-Term Investments (3.6%) | |
Securities held as Collateral on Loaned Securities (0.2%) | |
Investment Company (0.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note H) | | | 462,503 | | | | 463 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.0%) (e) | |
HSBC Securities USA, Inc., (1.50%, dated 6/30/22, due 7/1/22; proceeds $36; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 2/15/23 - 5/15/32; valued at $37) | | $ | 36 | | | | 36 | | |
Merrill Lynch & Co., Inc., (1.46%, dated 6/30/22, due 7/1/22; proceeds $70; fully collateralized by a U.S. Government obligation; 1.63% due 5/15/31; valued at $71) | | | 70 | | | | 70 | | |
| | | 106 | | |
Total Securities held as Collateral on Loaned Securities (Cost $569) | | | 569 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments (cont'd)
Global Infrastructure Portfolio
| | Shares | | Value (000) | |
Investment Company (3.4%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note H) (Cost $10,013) | | | 10,012,996 | | | $ | 10,013 | | |
Total Short-Term Investments (Cost $10,582) | | | 10,582 | | |
Total Investments (100.5%) (Cost $279,348) Including $573 of Securities Loaned (f)(g) | | | 299,085 | | |
Liabilities in Excess of Other Assets (–0.5%) | | | (1,414 | ) | |
Net Assets (100.0%) | | $ | 297,671 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.
(b) All or a portion of this security was on loan at June 30, 2022.
(c) Security trades on the Hong Kong exchange.
(d) Non-income producing security.
(e) Amount is less than 0.05%.
(f) The approximate fair value and percentage of net assets, $110,555,000 and 37.1%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.
(g) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for the book purposes. The aggregate gross unrealized appreciation is approximately $36,878,000 and the aggregate gross unrealized depreciation is approximately $17,141,000, resulting in net unrealized appreciation of approximately $19,737,000.
REIT Real Estate Investment Trust.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Oil & Gas Storage & Transportation | | | 34.6 | % | |
Communications | | | 20.9 | | |
Others** | | | 18.7 | | |
Electricity Transmission & Distribution | | | 14.2 | | |
Diversified | | | 6.2 | | |
Toll Roads | | | 5.4 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2022.
** Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Infrastructure Portfolio
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $268,872) | | $ | 288,609 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $10,476) | | | 10,476 | | |
Total Investments in Securities, at Value (Cost $279,348) | | | 299,085 | | |
Foreign Currency, at Value (Cost $382) | | | 383 | | |
Cash from Securities Lending | | | 30 | | |
Dividends Receivable | | | 897 | | |
Receivable for Investments Sold | | | 153 | | |
Receivable for Fund Shares Sold | | | 70 | | |
Tax Reclaim Receivable | | | 40 | | |
Receivable from Affiliate | | | 11 | | |
Receivable from Securities Lending Income | | | — | @ | |
Other Assets | | | 99 | | |
Total Assets | | | 300,768 | | |
Liabilities: | |
Payable for Investments Purchased | | | 1,219 | | |
Collateral on Securities Loaned, at Value | | | 599 | | |
Payable for Fund Shares Redeemed | | | 527 | | |
Payable for Advisory Fees | | | 507 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 16 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 34 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | 1 | | |
Payable for Shareholder Services Fees — Class A | | | 41 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 2 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 4 | | |
Payable for Directors' Fees and Expenses | | | 38 | | |
Payable for Professional Fees | | | 34 | | |
Payable for Custodian Fees | | | 21 | | |
Payable for Administration Fees | | | 20 | | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
Payable for Transfer Agency Fees — Class A | | | 11 | | |
Payable for Transfer Agency Fees — Class L | | | 1 | | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Other Liabilities | | | 21 | | |
Total Liabilities | | | 3,097 | | |
Net Assets | | $ | 297,671 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 245,154 | | |
Total Distributable Earnings | | | 52,517 | | |
Net Assets | | $ | 297,671 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Infrastructure Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 93,726 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 6,554,253 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.30 | | |
CLASS A: | |
Net Assets | | $ | 195,888 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 13,750,742 | | |
Net Asset Value, Redemption Price Per Share | | $ | 14.25 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.79 | | |
Maximum Offering Price Per Share | | $ | 15.04 | | |
CLASS L: | |
Net Assets | | $ | 2,981 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 210,452 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.16 | | |
CLASS C: | |
Net Assets | | $ | 5,052 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 363,872 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.88 | | |
CLASS R6:* | |
Net Assets | | $ | 12 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 852 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.23 | | |
CLASS IR: | |
Net Assets | | $ | 12 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 829 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.29 | | |
(1) Including: Securities on Loan, at Value: | | $ | 573 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Infrastructure Portfolio
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $337 of Foreign Taxes Withheld) | | $ | 4,716 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 15 | | |
Income from Securities Loaned — Net | | | 10 | | |
Total Investment Income | | | 4,741 | | |
Expenses: | |
Advisory Fees (Note B) | | | 1,309 | | |
Shareholder Services Fees — Class A (Note D) | | | 259 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 12 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 22 | | |
Sub Transfer Agency Fees — Class I | | | 55 | | |
Sub Transfer Agency Fees — Class A | | | 77 | | |
Sub Transfer Agency Fees — Class L | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | 1 | | |
Administration Fees (Note C) | | | 123 | | |
Professional Fees | | | 59 | | |
Custodian Fees (Note F) | | | 42 | | |
Registration Fees | | | 36 | | |
Transfer Agency Fees — Class I (Note E) | | | 2 | | |
Transfer Agency Fees — Class A (Note E) | | | 22 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Shareholder Reporting Fees | | | 22 | | |
Directors' Fees and Expenses | | | 5 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 8 | | |
Total Expenses | | | 2,061 | | |
Waiver of Advisory Fees (Note B) | | | (158 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (43 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (78 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (4 | ) | |
Net Expenses | | | 1,775 | | |
Net Investment Income | | | 2,966 | | |
Realized Gain: | |
Investments Sold | | | 25,710 | | |
Foreign Currency Translation | | | 11 | | |
Net Realized Gain | | | 25,721 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (49,723 | ) | |
Foreign Currency Translation | | | (20 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (49,743 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (24,022 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (21,056 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Global Infrastructure Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 2,966 | | | $ | 5,400 | | |
Net Realized Gain | | | 25,721 | | | | 23,926 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (49,743 | ) | | | 9,355 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (21,056 | ) | | | 38,681 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (6,839 | ) | |
Class A | | | — | | | | (16,402 | ) | |
Class L | | | — | | | | (222 | ) | |
Class C | | | — | | | | (291 | ) | |
Class R6* | | | — | | | | (1 | ) | |
Class IR | | | — | | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (23,756 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 33,634 | | | | 45,076 | | |
Distributions Reinvested | | | — | | | | 6,838 | | |
Redeemed | | | (24,611 | ) | | | (31,226 | ) | |
Class A: | |
Subscribed | | | 2,331 | | | | 13,114 | | |
Distributions Reinvested | | | — | | | | 15,967 | | |
Redeemed | | | (16,623 | ) | | | (30,394 | ) | |
Class L: | |
Exchanged | | | 49 | | | | 90 | | |
Distributions Reinvested | | | — | | | | 216 | | |
Redeemed | | | (126 | ) | | | (374 | ) | |
Class C: | |
Subscribed | | | 1,946 | | | | 1,605 | | |
Distributions Reinvested | | | — | | | | 290 | | |
Redeemed | | | (755 | ) | | | (602 | ) | |
Class R6:* | | | | | |
Distributions Reinvested | | | — | | | | 1 | | |
Class IR: | |
Distributions Reinvested | | | — | | | | 1 | | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (4,155 | ) | | | 20,602 | | |
Total Increase (Decrease) in Net Assets | | | (25,211 | ) | | | 35,527 | | |
Net Assets: | |
Beginning of Period | | | 322,882 | | | | 287,355 | | |
End of Period | | $ | 297,671 | | | $ | 322,882 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Global Infrastructure Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 2,288 | | | | 2,882 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 465 | | |
Shares Redeemed | | | (1,700 | ) | | | (2,096 | ) | |
Net Increase in Class I Shares Outstanding | | | 588 | | | | 1,251 | | |
Class A: | |
Shares Subscribed | | | 156 | | | | 862 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,089 | | |
Shares Redeemed | | | (1,144 | ) | | | (1,974 | ) | |
Net Decrease in Class A Shares Outstanding | | | (988 | ) | | | (23 | ) | |
Class L: | |
Shares Exchanged | | | 4 | | | | 6 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 15 | | |
Shares Redeemed | | | (9 | ) | | | (25 | ) | |
Net Decrease in Class L Shares Outstanding | | | (5 | ) | | | (4 | ) | |
Class C: | |
Shares Subscribed | | | 134 | | | | 107 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 20 | | |
Shares Redeemed | | | (53 | ) | | | (40 | ) | |
Net Increase in Class C Shares Outstanding | | | 81 | | | | 87 | | |
Class R6:* | | | | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Class IR: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Infrastructure Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 15.26 | | | $ | 14.47 | | | $ | 15.37 | | | $ | 12.39 | | | $ | 14.64 | | | $ | 14.02 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.16 | | | | 0.30 | | | | 0.13 | | | | 0.35 | | | | 0.31 | | | | 0.44 | | |
Net Realized and Unrealized Gain (Loss) | | | (1.12 | ) | | | 1.72 | | | | (0.36 | ) | | | 3.11 | | | | (1.45 | ) | | | 1.33 | | |
Total from Investment Operations | | | (0.96 | ) | | | 2.02 | | | | (0.23 | ) | | | 3.46 | | | | (1.14 | ) | | | 1.77 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.35 | ) | | | (0.40 | ) | | | (0.36 | ) | | | (0.37 | ) | | | (0.42 | ) | |
Net Realized Gain | | | — | | | | (0.88 | ) | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | | | (0.73 | ) | |
Total Distributions | | | — | | | | (1.23 | ) | | | (0.67 | ) | | | (0.48 | ) | | | (1.11 | ) | | | (1.15 | ) | |
Net Asset Value, End of Period | | $ | 14.30 | | | $ | 15.26 | | | $ | 14.47 | | | $ | 15.37 | | | $ | 12.39 | | | $ | 14.64 | | |
Total Return(2) | | | (6.29 | )%(6) | | | 14.14 | % | | | (1.45 | )% | | | 27.94 | % | | | (8.02 | )% | | | 12.70 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 93,726 | | | $ | 91,045 | | | $ | 68,255 | | | $ | 89,371 | | | $ | 65,311 | | | $ | 95,219 | | |
Ratio of Expenses Before Expense Limitation | | | 1.16 | %(7) | | | 1.18 | % | | | 1.18 | % | | | 1.16 | % | | | 1.16 | % | | | 1.08 | % | |
Ratio of Expenses After Expense Limitation | | | 0.97 | %(3)(7) | | | 0.97 | %(3) | | | 0.97 | %(3) | | | 0.97 | %(3) | | | 0.97 | %(3) | | | 0.91 | %(3)(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.97 | %(3) | | | 0.97 | %(3) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 2.13 | %(3)(7) | | | 1.95 | %(3) | | | 0.94 | %(3) | | | 2.40 | %(3) | | | 2.21 | %(3) | | | 2.93 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.01 | % | |
Portfolio Turnover Rate | | | 39 | %(6) | | | 61 | % | | | 62 | % | | | 30 | % | | | 43 | % | | | 45 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective July 1, 2017, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.97% for Class I shares. Prior to July 1, 2017, the maximum ratio was 0.87% for Class I shares.
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Infrastructure Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 15.22 | | | $ | 14.44 | | | $ | 15.33 | | | $ | 12.36 | | | $ | 14.60 | | | $ | 13.99 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.14 | | | | 0.27 | | | | 0.11 | | | | 0.31 | | | | 0.28 | | | | 0.39 | | |
Net Realized and Unrealized Gain (Loss) | | | (1.11 | ) | | | 1.70 | | | | (0.37 | ) | | | 3.10 | | | | (1.45 | ) | | | 1.33 | | |
Total from Investment Operations | | | (0.97 | ) | | | 1.97 | | | | (0.26 | ) | | | 3.41 | | | | (1.17 | ) | | | 1.72 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.31 | ) | | | (0.36 | ) | | | (0.32 | ) | | | (0.33 | ) | | | (0.38 | ) | |
Net Realized Gain | | | — | | | | (0.88 | ) | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | | | (0.73 | ) | |
Total Distributions | | | — | | | | (1.19 | ) | | | (0.63 | ) | | | (0.44 | ) | | | (1.07 | ) | | | (1.11 | ) | |
Net Asset Value, End of Period | | $ | 14.25 | | | $ | 15.22 | | | $ | 14.44 | | | $ | 15.33 | | | $ | 12.36 | | | $ | 14.60 | | |
Total Return(2) | | | (6.37 | )%(6) | | | 13.89 | % | | | (1.69 | )% | | | 27.62 | % | | | (8.22 | )% | | | 12.37 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 195,888 | | | $ | 224,318 | | | $ | 213,128 | | | $ | 240,350 | | | $ | 212,919 | | | $ | 278,780 | | |
Ratio of Expenses Before Expense Limitation | | | 1.39 | %(7) | | | 1.39 | % | | | 1.38 | % | | | 1.37 | % | | | 1.37 | % | | | 1.38 | % | |
Ratio of Expenses After Expense Limitation | | | 1.21 | %(3)(7) | | | 1.21 | %(3) | | | 1.21 | %(3) | | | 1.21 | %(3) | | | 1.21 | %(3) | | | 1.15 | %(3)(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.21 | %(3) | | | 1.21 | %(3) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 1.86 | %(3)(7) | | | 1.74 | %(3) | | | 0.74 | %(3) | | | 2.16 | %(3) | | | 2.00 | %(3) | | | 2.63 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.01 | % | |
Portfolio Turnover Rate | | | 39 | %(6) | | | 61 | % | | | 62 | % | | | 30 | % | | | 43 | % | | | 45 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective July 1, 2017, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.21% for Class A shares. Prior to July 1, 2017, the maximum ratio was 1.11% for Class A shares.
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Infrastructure Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 15.18 | | | $ | 14.40 | | | $ | 15.29 | | | $ | 12.33 | | | $ | 14.55 | | | $ | 13.94 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.10 | | | | 0.18 | | | | 0.02 | | | | 0.23 | | | | 0.20 | | | | 0.31 | | |
Net Realized and Unrealized Gain (Loss) | | | (1.12 | ) | | | 1.69 | | | | (0.36 | ) | | | 3.08 | | | | (1.44 | ) | | | 1.33 | | |
Total from Investment Operations | | | (1.02 | ) | | | 1.87 | | | | (0.34 | ) | | | 3.31 | | | | (1.24 | ) | | | 1.64 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.21 | ) | | | (0.28 | ) | | | (0.23 | ) | | | (0.24 | ) | | | (0.30 | ) | |
Net Realized Gain | | | — | | | | (0.88 | ) | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | | | (0.73 | ) | |
Total Distributions | | | — | | | | (1.09 | ) | | | (0.55 | ) | | | (0.35 | ) | | | (0.98 | ) | | | (1.03 | ) | |
Net Asset Value, End of Period | | $ | 14.16 | | | $ | 15.18 | | | $ | 14.40 | | | $ | 15.29 | | | $ | 12.33 | | | $ | 14.55 | | |
Total Return(2) | | | (6.72 | )%(6) | | | 13.28 | % | | | (2.27 | )% | | | 26.87 | % | | | (8.73 | )% | | | 11.80 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,981 | | | $ | 3,275 | | | $ | 3,163 | | | $ | 3,718 | | | $ | 3,805 | | | $ | 5,634 | | |
Ratio of Expenses Before Expense Limitation | | | 1.92 | %(7) | | | 1.98 | % | | | 1.94 | % | | | 1.93 | % | | | 1.87 | % | | | 1.95 | % | |
Ratio of Expenses After Expense Limitation | | | 1.78 | %(3)(7) | | | 1.78 | %(3) | | | 1.78 | %(3) | | | 1.78 | %(3) | | | 1.78 | %(3) | | | 1.72 | %(3)(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.78 | %(3) | | | 1.78 | %(3) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 1.31 | %(3)(7) | | | 1.17 | %(3) | | | 0.17 | %(3) | | | 1.58 | %(3) | | | 1.41 | %(3) | | | 2.06 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.01 | % | |
Portfolio Turnover Rate | | | 39 | %(6) | | | 61 | % | | | 62 | % | | | 30 | % | | | 43 | % | | | 45 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective July 1, 2017, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.78% for Class L shares. Prior to July 1, 2017, the maximum ratio was 1.68% for Class L shares.
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Infrastructure Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 14.90 | | | $ | 14.18 | | | $ | 15.08 | | | $ | 12.17 | | | $ | 14.36 | | | $ | 13.81 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.08 | | | | 0.14 | | | | (0.02 | ) | | | 0.18 | | | | 0.16 | | | | 0.29 | | |
Net Realized and Unrealized Gain (Loss) | | | (1.10 | ) | | | 1.66 | | | | (0.36 | ) | | | 3.05 | | | | (1.42 | ) | | | 1.28 | | |
Total from Investment Operations | | | (1.02 | ) | | | 1.80 | | | | (0.38 | ) | | | 3.23 | | | | (1.26 | ) | | | 1.57 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.20 | ) | | | (0.25 | ) | | | (0.20 | ) | | | (0.19 | ) | | | (0.29 | ) | |
Net Realized Gain | | | — | | | | (0.88 | ) | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | | | (0.73 | ) | |
Total Distributions | | | — | | | | (1.08 | ) | | | (0.52 | ) | | | (0.32 | ) | | | (0.93 | ) | | | (1.02 | ) | |
Net Asset Value, End of Period | | $ | 13.88 | | | $ | 14.90 | | | $ | 14.18 | | | $ | 15.08 | | | $ | 12.17 | | | $ | 14.36 | | |
Total Return(2) | | | (6.85 | )%(6) | | | 12.93 | % | | | (2.53 | )% | | | 26.55 | % | | | (9.02 | )% | | | 11.42 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 5,052 | | | $ | 4,218 | | | $ | 2,787 | | | $ | 2,901 | | | $ | 2,580 | | | $ | 3,601 | | |
Ratio of Expenses Before Expense Limitation | | | 2.16 | %(7) | | | 2.19 | % | | | 2.22 | % | | | 2.20 | % | | | 2.20 | % | | | 2.23 | % | |
Ratio of Expenses After Expense Limitation | | | 2.06 | %(3)(7) | | | 2.07 | %(3) | | | 2.07 | %(3) | | | 2.07 | %(3) | | | 2.07 | %(3) | | | 2.02 | %(3)(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 2.07 | %(3) | | | 2.07 | %(3) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 1.10 | %(3)(7) | | | 0.92 | %(3) | | | (0.12 | )%(3) | | | 1.30 | %(3) | | | 1.14 | %(3) | | | 1.96 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.01 | % | |
Portfolio Turnover Rate | | | 39 | %(6) | | | 61 | % | | | 62 | % | | | 30 | % | | | 43 | % | | | 45 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective July 1, 2017, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 2.07% for Class C shares. Prior to July 1, 2017, the maximum ratio was 1.97% for Class C shares.
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Infrastructure Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | �� | $ | 15.18 | | | $ | 14.40 | | | $ | 15.29 | | | $ | 12.38 | | | $ | 14.63 | | | $ | 14.02 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.16 | | | | 0.34 | | | | 0.15 | | | | 0.38 | | | | 0.32 | | | | 0.45 | | |
Net Realized and Unrealized Gain (Loss) | | | (1.11 | ) | | | 1.67 | | | | (0.37 | ) | | | 3.01 | | | | (1.46 | ) | | | 1.32 | | |
Total from Investment Operations | | | (0.95 | ) | | | 2.01 | | | | (0.22 | ) | | | 3.39 | | | | (1.14 | ) | | | 1.77 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.35 | ) | | | (0.40 | ) | | | (0.36 | ) | | | (0.37 | ) | | | (0.43 | ) | |
Net Realized Gain | | | — | | | | (0.88 | ) | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | | | (0.73 | ) | |
Total Distributions | | | — | | | | (1.23 | ) | | | (0.67 | ) | | | (0.48 | ) | | | (1.11 | ) | | | (1.16 | ) | |
Net Asset Value, End of Period | | $ | 14.23 | | | $ | 15.18 | | | $ | 14.40 | | | $ | 15.29 | | | $ | 12.38 | | | $ | 14.63 | | |
Total Return(3) | | | (6.26 | )%(7) | | | 14.17 | % | | | (1.37 | )% | | | 27.31 | % | | | (7.92 | )% | | | 12.65 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 12 | | | $ | 13 | | | $ | 11 | | | $ | 11 | | | $ | 24,462 | | | $ | 9,516 | | |
Ratio of Expenses Before Expense Limitation | | | 15.92 | %(8) | | | 20.38 | % | | | 20.65 | % | | | 1.05 | % | | | 1.05 | % | | | 1.06 | % | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(4)(8) | | | 0.94 | %(4) | | | 0.94 | %(4) | | | 0.94 | %(4) | | | 0.94 | %(4) | | | 0.89 | %(4)(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.94 | %(4) | | | 0.94 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 2.15 | %(4)(8) | | | 2.20 | %(4) | | | 1.03 | %(4) | | | 2.71 | %(4) | | | 2.26 | %(4) | | | 2.95 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | % | |
Portfolio Turnover Rate | | | 39 | %(7) | | | 61 | % | | | 62 | % | | | 30 | % | | | 43 | % | | | 45 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2017, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.94% for Class R6 shares. Prior to July 1, 2017, the maximum ratio was 0.84% for Class R6 shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Infrastructure Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 15.25 | | | $ | 14.47 | | | $ | 15.36 | | | $ | 12.38 | | | $ | 14.10 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.16 | | | | 0.34 | | | | 0.15 | | | | 0.35 | | | | 0.20 | | |
Net Realized and Unrealized Gain (Loss) | | | (1.12 | ) | | | 1.67 | | | | (0.37 | ) | | | 3.11 | | | | (0.81 | ) | |
Total from Investment Operations | | | (0.96 | ) | | | 2.01 | | | | (0.22 | ) | | | 3.46 | | | | (0.61 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.35 | ) | | | (0.40 | ) | | | (0.36 | ) | | | (0.37 | ) | |
Net Realized Gain | | | — | | | | (0.88 | ) | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | |
Total Distributions | | | — | | | | (1.23 | ) | | | (0.67 | ) | | | (0.48 | ) | | | (1.11 | ) | |
Net Asset Value, End of Period | | $ | 14.29 | | | $ | 15.25 | | | $ | 14.47 | | | $ | 15.36 | | | $ | 12.38 | | |
Total Return(3) | | | (6.30 | )%(6) | | | 14.18 | % | | | (1.43 | )% | | | 27.99 | % | | | (4.54 | )%(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 12 | | | $ | 13 | | | $ | 11 | | | $ | 11 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 16.16 | %(7) | | | 17.82 | % | | | 19.68 | % | | | 19.62 | % | | | 18.47 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(4)(7) | | | 0.94 | %(4) | | | 0.94 | %(4) | | | 0.94 | %(4) | | | 0.94 | %(4)(7) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.94 | %(4) | | | 0.94 | %(4) | | | N/A | | |
Ratio of Net Investment Income | | | 2.15 | %(4)(7) | | | 2.20 | %(4) | | | 1.03 | %(4) | | | 2.65 | %(4) | | | 2.67 | %(4)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 39 | %(6) | | | 61 | % | | | 62 | % | | | 30 | % | | | 43 | % | |
(1) Commencement of Offering.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Infrastructure Portfolio. The Fund seeks to provide both capital appreciation and income.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official
closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of
the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Airports | | $ | 6,229 | | | $ | 5,504 | | | $ | — | | | $ | 11,733 | | |
Commercial Services & Supplies | | | 13,631 | | | | — | | | | — | | | | 13,631 | | |
Communications | | | 45,881 | | | | 16,528 | | | | — | | | | 62,409 | | |
Diversified | | | 4,285 | | | | 14,340 | | | | — | | | | 18,625 | | |
Electricity Transmission & Distribution | | | 20,430 | | | | 21,886 | | | | — | | | | 42,316 | | |
Oil & Gas Storage & Transportation | | | 75,060 | | | | 28,141 | | | | — | | | | 103,201 | | |
Railroads | | | 1,215 | | | | — | �� | | | — | | | | 1,215 | | |
Renewables | | | — | | | | 1,337 | | | | — | | | | 1,337 | | |
Toll Roads | | | — | | | | 16,025 | | | | — | | | | 16,025 | | |
Utilities | | | 7,014 | | | | — | | | | — | | | | 7,014 | | |
Water | | | 4,203 | | | | 6,794 | | | | — | | | | 10,997 | | |
Total Common Stocks | | | 177,948 | | | | 110,555 | | | | — | | | | 288,503 | | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Short-Term Investments | |
Investment Company | | $ | 10,476 | | | $ | — | | | $ | — | | | $ | 10,476 | | |
Repurchase Agreements | | | — | | | | 106 | | | | — | | | | 106 | | |
Total Short-Term Investments | | | 10,476 | | | | 106 | | | | — | | | | 10,582 | | |
Total Assets | | $ | 188,424 | | | $ | 110,661 | | | $ | — | | | $ | 299,085 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 573 | (a) | | $ | — | | | $ | (573 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $599,000, of which approximately $569,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2022, there was uninvested cash of approximately $30,000, which is not reflected in the Portfolio of Investments.
(c) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2022:
Remaining Contractual Maturity of the Agreements | |
| | Overnight and Continuous (000) | | <30 days (000) | | Between 30 & 90 days (000) | | >90 days (000) | | Total (000) | |
Securities Lending Transactions | |
Common Stock | | $ | 599 | | | $ | — | | | $ | — | | | $ | — | | | $ | 599 | | |
Total Borrowings | | $ | 599 | | | $ | — | | | $ | — | | | $ | — | | | $ | 599 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 599 | | |
6. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
7. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
8. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at an annual rate of 0.85% of the average daily net assets of the Fund.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.97% for Class I shares, 1.21% for Class A shares, 1.78% for Class L shares, 2.07% for Class C shares, 0.94% for Class R6 shares and 0.94% for Class IR shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $158,000 of advisory fees were waived and approximately $124,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $117,698,000 and $123,624,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $4,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 4,985 | | | $ | 71,115 | | | $ | 65,624 | | | $ | 15 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 10,476 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded noncontributory defined benefit pension plan covering certain independent Directors of the Fund who will have served as independent Directors for at least five years at the time of retirement. Benefits under this
plan are based on factors which include years of service and compensation. The Directors voted to close the plan to new participants and eliminate the future benefits growth due to increases to compensation after July 31, 2003. Aggregate pension costs for the six months ended June 30, 2022, included in "Directors' Fees and Expenses" in the Statement of Operations amounted to approximately $1,000. At June 30, 2022, the Fund had an accrued pension liability of approximately $38,000, which is reflected as "Payable for Directors' Fees and Expenses" in the Statement of Assets and Liabilities.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 9,154 | | | $ | 14,602 | | | $ | 7,160 | | | $ | 5,179 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2021.
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | 3,284 | | | $ | 8,120 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 60.3%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group averages for the one-, three-, and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's contractual management fee was lower than its peer group average and actual management fee and total expense ratio were higher than but close to its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which does not include breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
30
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFISGISAN
4877758 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Global Insight Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 8 | | |
Consolidated Statements of Changes in Net Assets | | | 9 | | |
Consolidated Financial Highlights | | | 11 | | |
Notes to Consolidated Financial Statements | | | 16 | | |
Investment Advisory Agreement Approval | | | 28 | | |
Liquidity Risk Management Program | | | 30 | | |
U.S. Customer Privacy Notice | | | 31 | | |
Director and Officer Information | | | 34 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Global Insight Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Expense Example
Global Insight Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Global Insight Portfolio Class I | | $ | 1,000.00 | | | $ | 448.70 | | | $ | 1,019.84 | | | $ | 3.59 | | | $ | 5.01 | | | | 1.00 | % | |
Global Insight Portfolio Class A | | | 1,000.00 | | | | 448.10 | | | | 1,018.25 | | | | 4.74 | | | | 6.61 | | | | 1.32 | | |
Global Insight Portfolio Class L | | | 1,000.00 | | | | 446.50 | | | | 1,015.62 | | | | 6.64 | | | | 9.25 | | | | 1.85 | | |
Global Insight Portfolio Class C | | | 1,000.00 | | | | 446.10 | | | | 1,014.38 | | | | 7.53 | | | | 10.49 | | | | 2.10 | | |
Global Insight Portfolio Class R6(1) | | | 1,000.00 | | | | 448.60 | | | | 1,020.08 | | | | 3.41 | | | | 4.76 | | | | 0.95 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments
Global Insight Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.9%) | |
Australia (0.3%) | |
Redbubble Ltd. (a) | | | 497,686 | | | $ | 309 | | |
Belgium (1.1%) | |
Argenx SE ADR (a) | | | 3,170 | | | | 1,201 | | |
Brazil (1.0%) | |
NU Holdings Ltd., Class A (a) | | | 279,503 | | | | 1,045 | | |
Canada (4.6%) | |
Shopify, Inc., Class A (a) | | | 152,160 | | | | 4,753 | | |
Netherlands (11.4%) | |
Adyen NV (a) | | | 4,306 | | | | 6,214 | | |
ASML Holding NV | | | 11,758 | | | | 5,596 | | |
| | | 11,810 | | |
Singapore (9.1%) | |
Grab Holdings Ltd., Class A (a) | | | 1,953,179 | | | | 4,942 | | |
Sea Ltd. ADR (a) | | | 67,163 | | | | 4,490 | | |
| | | 9,432 | | |
Sweden (1.5%) | |
Kinnevik AB, Class B (a) | | | 93,821 | | | | 1,519 | | |
United Kingdom (4.1%) | |
Atlassian Corp., PLC, Class A (a) | | | 14,704 | | | | 2,756 | | |
Deliveroo PLC (a) | | | 1,399,357 | | | | 1,549 | | |
| | | 4,305 | | |
United States (64.8%) | |
10X Genomics, Inc., Class A (a) | | | 32,334 | | | | 1,463 | | |
Agilon health, Inc. (a) | | | 199,241 | | | | 4,349 | | |
Bill.Com Holdings, Inc. (a) | | | 27,848 | | | | 3,062 | | |
Cloudflare, Inc., Class A (a) | | | 117,955 | | | | 5,161 | | |
Coinbase Global, Inc., Class A (a) | | | 13,725 | | | | 645 | | |
Coupang, Inc. (a) | | | 457,403 | | | | 5,832 | | |
Datadog, Inc., Class A (a) | | | 39,421 | | | | 3,754 | | |
Dlocal Ltd. (a) | | | 140,478 | | | | 3,688 | | |
Doximity, Inc., Class A (a) | | | 80,173 | | | | 2,792 | | |
Farfetch Ltd., Class A (a) | | | 263,191 | | | | 1,884 | | |
Ginkgo Bioworks Holdings, Inc. (a) | | | 165,839 | | | | 395 | | |
GoodRx Holdings, Inc., Class A (a) | | | 47,648 | | | | 282 | | |
Guardant Health, Inc. (a) | | | 19,950 | | | | 805 | | |
Heliogen, Inc. (a) | | | 182,063 | | | | 384 | | |
| | Shares | | Value (000) | |
Intellia Therapeutics, Inc. (a) | | | 9,089 | | | $ | 470 | | |
Meli Kaszek Pioneer Corp., SPAC (a) | | | 100,860 | | | | 999 | | |
MercadoLibre, Inc. (a) | | | 8,456 | | | | 5,385 | | |
ROBLOX Corp., Class A (a) | | | 96,474 | | | | 3,170 | | |
Royalty Pharma PLC, Class A | | | 213,684 | | | | 8,983 | | |
Snowflake, Inc., Class A (a) | | | 42,758 | | | | 5,946 | | |
Trade Desk, Inc., Class A (a) | | | 106,576 | | | | 4,465 | | |
Unity Software, Inc. (a) | | | 39,672 | | | | 1,461 | | |
Veeva Systems, Inc., Class A (a) | | | 8,200 | | | | 1,624 | | |
| | | 66,999 | | |
Total Common Stocks (Cost $178,759) | | | 101,373 | | |
Preferred Stock (0.0%) (b) | |
United States (0.0%) (b) | |
Lookout, Inc. Series F (a)(c)(d) (acquisition cost — $73; acquired 6/17/14) (Cost $73) | | | 6,374 | | | | 33 | | |
Investment Company (0.7%) | |
United States (0.7%) | |
Grayscale Bitcoin Trust (a) (Cost $2,396) | | | 58,912 | | | | 710 | | |
Short-Term Investment (2.1%) | |
Investment Company (2.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $2,123) | | | 2,123,229 | | | | 2,123 | | |
Total Investments Excluding Purchased Options (100.7%) (Cost $183,351) | | | 104,239 | | |
Total Purchased Options Outstanding (0.1%) (Cost $1,317) | | | 92 | | |
Total Investments (100.8%) (Cost $184,668) (e)(f)(g) | | | 104,331 | | |
Liabilities in Excess of Other Assets (–0.8%) | | | (864 | ) | |
Net Assets (100.0%) | | $ | 103,467 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
The Fund had the following Derivative Contracts — PIPE open at June 30, 2022:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Depreciation (000) | | % of Net Assets | |
Social Capital Suvretta Holdings Corp.III | | ProKidney, LP (a)(c)(d)(h)(i) | | $ | 676,220 | | | 12/30/2022 | | $ | (98 | ) | | | (0.09 | )% | |
(a) Non-income producing security.
(b) Amount is less than 0.05%.
(c) At June 30, 2022, the Fund held a fair valued security and derivative contracts valued at approximately $(65,000), representing (0.1)% of net assets. These holdings have been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(d) Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted security and derivative contracts (excluding 144A holdings) at June 30, 2022 amounts to approximately $(65,000) and represents (0.1)% of net assets.
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Global Insight Portfolio
(e) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $1,884,000 and the aggregate gross unrealized depreciation is approximately $82,319,000, resulting in net unrealized depreciation of approximately $80,435,000.
(f) Securities are available for collateral in connection with a derivative contract — PIPE and purchased options.
(g) The approximate fair value and percentage of net assets, $9,591,000 and 9.3%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Consolidated Financial Statements.
(h) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 67,622, shares at $10.00 per shares on the settlement date pursuant to the closing of the business combination between ProKidney, LP and Social Capital
Suvretta Holdings Corp.III, a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Social Capital Suvretta Holdings Corp.III and Prokidney, LP and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Social Capital Suvretta Holdings Corp.III and Prokidney, LP. The investment is restricted from resale until the settlement date.
(i) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
ADR American Depositary Receipt.
PIPE Private Investment in Public Equity.
SPAC Special Purpose Acquisition Company.
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2022:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.27 | | | Nov-22 | | | 90,422,836 | | | | 90,423 | | | $ | 90 | | | $ | 435 | | | $ | (345 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.28 | | | Jul-22 | | | 94,669,594 | | | | 94,670 | | | | 1 | | | | 441 | | | | (440 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.31 | | | Aug-22 | | | 43,502,787 | | | | 43,503 | | | | 1 | | | | 295 | | | | (294 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.38 | | | Jul-22 | | | 27,456,366 | | | | 27,456 | | | | — | @ | | | 146 | | | | (146 | ) | |
| | | | | | | | | | | | $ | 92 | | | $ | 1,317 | | | $ | (1,225 | ) | |
@ Amount less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Information Technology Services | | | 24.7 | % | |
Other** | | | 19.8 | | |
Software | | | 14.9 | | |
Internet & Direct Marketing Retail | | | 14.4 | | |
Pharmaceuticals | | | 8.6 | | |
Entertainment | | | 7.3 | | |
Semiconductors & Semiconductor Equipment | | | 5.4 | | |
Health Care Providers & Services | | | 4.9 | | |
Total Investments | | | 100.0 | %*** | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2022.
** Industries and/or investment types representing less than 5% of total investments.
*** Does not include an open PIPE contract with net unrealized depreciation of approximately $98,000.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $182,545) | | $ | 102,208 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $2,123) | | | 2,123 | | |
Total Investments in Securities, at Value (Cost $184,668) | | | 104,331 | | |
Foreign Currency, at Value (Cost $5) | | | 5 | | |
Receivable for Fund Shares Sold | | | 68 | | |
Tax Reclaim Receivable | | | 43 | | |
Receivable from Affiliate | | | 2 | | |
Dividends Receivable | | | 1 | | |
Receivable from Securities Lending Income | | | — | @ | |
Other Assets | | | 138 | | |
Total Assets | | | 104,588 | | |
Liabilities: | |
Due to Broker | | | 460 | | |
Payable for Fund Shares Redeemed | | | 262 | | |
Payable for Advisory Fees | | | 141 | | |
Unrealized Depreciation on Derivative Contract — PIPE | | | 98 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 54 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 25 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | 4 | | |
Payable for Custodian Fees | | | 15 | | |
Payable for Professional Fees | | | 11 | | |
Payable for Shareholder Services Fees — Class A | | | 5 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 5 | | |
Payable for Administration Fees | | | 7 | | |
Payable for Transfer Agency Fees — Class I | | | 3 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Other Liabilities | | | 29 | | |
Total Liabilities | | | 1,121 | | |
Net Assets | | $ | 103,467 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 254,393 | | |
Total Accumulated Loss | | | (150,926 | ) | |
Net Assets | | $ | 103,467 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 74,404 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 9,051,697 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.22 | | |
CLASS A: | |
Net Assets | | $ | 22,856 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,912,584 | | |
Net Asset Value, Redemption Price Per Share | | $ | 7.85 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.43 | | |
Maximum Offering Price Per Share | | $ | 8.28 | | |
CLASS L: | |
Net Assets | | $ | 190 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 26,660 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 7.13 | | |
CLASS C: | |
Net Assets | | $ | 6,013 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 874,968 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 6.87 | | |
CLASS R6:* | |
Net Assets | | $ | 4 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 475 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.21 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Income from Securities Loaned — Net | | $ | 140 | | |
Dividends from Securities of Unaffiliated Issuers (Net of $5 of Foreign Taxes Withheld) | | | 133 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 5 | | |
Total Investment Income | | | 278 | | |
Expenses: | |
Advisory Fees (Note B) | | | 632 | | |
Sub Transfer Agency Fees — Class I | | | 87 | | |
Sub Transfer Agency Fees — Class A | | | 43 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 6 | | |
Shareholder Services Fees — Class A (Note D) | | | 48 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 1 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 51 | | |
Professional Fees | | | 91 | | |
Administration Fees (Note C) | | | 63 | | |
Registration Fees | | | 46 | | |
Shareholder Reporting Fees | | | 26 | | |
Custodian Fees (Note F) | | | 16 | | |
Transfer Agency Fees — Class I (Note E) | | | 4 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 4 | | |
Pricing Fees | | | 2 | | |
Interest Expenses | | | 1 | | |
Other Expenses | | | 11 | | |
Total Expenses | | | 1,138 | | |
Waiver of Advisory Fees (Note B) | | | (139 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (64 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (22 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (2 | ) | |
Net Expenses | | | 909 | | |
Net Investment Loss | | | (631 | ) | |
Realized Loss: | |
Investments Sold | | | (47,908 | ) | |
Foreign Currency Translation | | | (14 | ) | |
Net Realized Loss | | | (47,922 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (94,403 | ) | |
Foreign Currency Translation | | | (4 | ) | |
Derivative Contracts — PIPE | | | (98 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (94,505 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (142,427 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (143,058 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (631 | ) | | $ | (1,068 | ) | |
Net Realized Gain (Loss) | | | (47,922 | ) | | | 60,994 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (94,505 | ) | | | (124,497 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (143,058 | ) | | | (64,571 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (80,779 | ) | |
Class A | | | — | | | | (30,632 | ) | |
Class L | | | — | | | | (299 | ) | |
Class C | | | — | | | | (7,647 | ) | |
Class R6* | | | — | | | | (3 | )(a) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (119,360 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 35,395 | | | | 175,739 | | |
Distributions Reinvested | | | — | | | | 80,514 | | |
Redeemed | | | (63,710 | ) | | | (243,720 | ) | |
Class A: | |
Subscribed | | | 5,000 | | | | 52,620 | | |
Distributions Reinvested | | | — | | | | 30,632 | | |
Redeemed | | | (19,210 | ) | | | (67,717 | ) | |
Class L: | |
Exchanged | | | — | | | | 20 | | |
Distributions Reinvested | | | — | | | | 299 | | |
Redeemed | | | (80 | ) | | | (200 | ) | |
Class C: | |
Subscribed | | | 810 | | | | 8,258 | | |
Distributions Reinvested | | | — | | | | 7,647 | | |
Redeemed | | | (3,566 | ) | | | (7,432 | ) | |
Class R6:* | |
Subscribed | | | — | | | | 10 | (a) | |
Distributions Reinvested | | | — | | | | 3 | (a) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (45,361 | ) | | | 36,673 | | |
Total Decrease in Net Assets | | | (188,419 | ) | | | (147,258 | ) | |
Net Assets: | |
Beginning of Period | | | 291,886 | | | | 439,144 | | |
End of Period | | $ | 103,467 | | | $ | 291,886 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 3,203 | | | | 5,343 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 4,511 | | |
Shares Redeemed | | | (5,137 | ) | | | (8,150 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (1,934 | ) | | | 1,704 | | |
Class A: | |
Shares Subscribed | | | 426 | | | | 1,600 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,795 | | |
Shares Redeemed | | | (1,632 | ) | | | (2,416 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (1,206 | ) | | | 979 | | |
Class L: | |
Shares Exchanged | | | — | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 19 | | |
Shares Redeemed | | | (11 | ) | | | (12 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | (11 | ) | | | 8 | | |
Class C: | |
Shares Subscribed | | | 77 | | | | 278 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 509 | | |
Shares Redeemed | | | (359 | ) | | | (301 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (282 | ) | | | 486 | | |
Class R6:* | |
Shares Subscribed | | | — | | | | — | @@(a) | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@(a) | |
Net Increase in Class R6 Shares Outstanding | | | — | | | | — | @@(a) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(a) For the period June 14, 2021 to December 31, 2021.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Insight Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 18.32 | | | $ | 33.83 | | | $ | 17.96 | | | $ | 13.96 | | | $ | 15.43 | | | $ | 12.12 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.04 | ) | | | (0.04 | ) | | | (0.24 | ) | | | (0.02 | ) | | | (0.03 | ) | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (10.06 | ) | | | (5.05 | ) | | | 17.29 | | | | 4.41 | | | | (0.80 | ) | | | 5.07 | | |
Total from Investment Operations | | | (10.10 | ) | | | (5.09 | ) | | | 17.05 | | | | 4.39 | | | | (0.83 | ) | | | 5.04 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (10.41 | ) | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | | | (1.73 | ) | |
Total Distributions | | | — | | | | (10.42 | ) | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | | | (1.73 | ) | |
Net Asset Value, End of Period | | $ | 8.22 | | | $ | 18.32 | | | $ | 33.83 | | | $ | 17.96 | | | $ | 13.96 | | | $ | 15.43 | | |
Total Return(3) | | | (55.13 | )%(7) | | | (14.25 | )% | | | 94.98 | % | | | 31.49 | % | | | (5.75 | )% | | | 41.56 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 74,404 | | | $ | 201,294 | | | $ | 314,038 | | | $ | 87,595 | | | $ | 60,271 | | | $ | 7,005 | | |
Ratio of Expenses Before Expense Limitation | | | 1.29 | %(8) | | | 1.08 | % | | | N/A | | | | 1.21 | % | | | 1.82 | % | | | 3.67 | % | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(4)(8) | | | 1.00 | %(4)(5) | | | 1.09 | %(4) | | | 1.09 | %(4) | | | 1.09 | %(4) | | | 1.09 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.00 | %(4)(8) | | | 1.00 | %(4)(5) | | | N/A | | | | 1.09 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.66 | )%(4)(8) | | | (0.12 | )%(4) | | | (0.94 | )%(4) | | | (0.11 | )%(4) | | | (0.19 | )%(4) | | | (0.19 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 33 | %(7) | | | 112 | % | | | 85 | % | | | 95 | % | | | 130 | % | | | 103 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective March 31, 2021, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.00% for Class I shares. Prior to March 31, 2021, the maximum ratio was 1.10% for Class I shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Insight Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 17.52 | | | $ | 32.98 | | | $ | 17.57 | | | $ | 13.71 | | | $ | 15.21 | | | $ | 12.01 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.06 | ) | | | (0.13 | ) | | | (0.29 | ) | | | (0.07 | ) | | | (0.08 | ) | | | (0.08 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (9.61 | ) | | | (4.92 | ) | | | 16.88 | | | | 4.32 | | | | (0.78 | ) | | | 5.01 | | |
Total from Investment Operations | | | (9.67 | ) | | | (5.05 | ) | | | 16.59 | | | | 4.25 | | | | (0.86 | ) | | | 4.93 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (10.41 | ) | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | | | (1.73 | ) | |
Net Asset Value, End of Period | | $ | 7.85 | | | $ | 17.52 | | | $ | 32.98 | | | $ | 17.57 | | | $ | 13.71 | | | $ | 15.21 | | |
Total Return(3) | | | (55.19 | )%(8) | | | (14.49 | )% | | | 94.46 | % | | | 31.04 | % | | | (6.03 | )% | | | 41.02 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 22,856 | | | $ | 72,157 | | | $ | 103,550 | | | $ | 43,576 | | | $ | 33,240 | | | $ | 4,577 | | |
Ratio of Expenses Before Expense Limitation | | | 1.61 | %(9) | | | 1.36 | % | | | N/A | | | | 1.48 | % | | | 1.95 | % | | | 3.88 | % | |
Ratio of Expenses After Expense Limitation | | | 1.32 | %(4)(9) | | | 1.30 | %(4)(5) | | | 1.35 | %(4) | | | 1.41 | %(4) | | | 1.41 | %(4)(6) | | | 1.41 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.32 | %(4)(9) | | | 1.30 | %(4)(5) | | | N/A | | | | 1.41 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.97 | )%(4)(9) | | | (0.41 | )%(4) | | | (1.20 | )%(4) | | | (0.43 | )%(4) | | | (0.54 | )%(4) | | | (0.52 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 33 | %(8) | | | 112 | % | | | 85 | % | | | 95 | % | | | 130 | % | | | 103 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective March 31, 2021, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.32% for Class A shares. Prior to March 31, 2021, the maximum ratio was 1.42% for Class A shares.
(6) Effective November 19, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.42% for Class A shares. Prior to November 19, 2018, the maximum ratio was 1.45% for Class A shares.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Insight Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 15.97 | | | $ | 31.34 | | | $ | 16.82 | | | $ | 13.21 | | | $ | 14.75 | | | $ | 11.74 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.08 | ) | | | (0.30 | ) | | | (0.40 | ) | | | (0.16 | ) | | | (0.16 | ) | | | (0.15 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (8.76 | ) | | | (4.66 | ) | | | 16.10 | | | | 4.16 | | | | (0.74 | ) | | | 4.89 | | |
Total from Investment Operations | | | (8.84 | ) | | | (4.96 | ) | | | 15.70 | | | | 4.00 | | | | (0.90 | ) | | | 4.74 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (10.41 | ) | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | | | (1.73 | ) | |
Net Asset Value, End of Period | | $ | 7.13 | | | $ | 15.97 | | | $ | 31.34 | | | $ | 16.82 | | | $ | 13.21 | | | $ | 14.75 | | |
Total Return(3) | | | (55.35 | )%(7) | | | (14.96 | )% | | | 93.38 | % | | | 30.32 | % | | | (6.50 | )% | | | 40.34 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 190 | | | $ | 602 | | | $ | 923 | | | $ | 573 | | | $ | 462 | | | $ | 327 | | |
Ratio of Expenses Before Expense Limitation | | | 2.45 | %(8) | | | 2.04 | % | | | 2.09 | % | | | 2.16 | % | | | 3.29 | % | | | 5.07 | % | |
Ratio of Expenses After Expense Limitation | | | 1.85 | %(4)(8) | | | 1.87 | %(4)(5) | | | 1.94 | %(4) | | | 1.94 | %(4) | | | 1.94 | %(4) | | | 1.94 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.85 | %(4)(8) | | | 1.87 | %(4)(5) | | | N/A | | | | 1.94 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.50 | )%(4)(8) | | | (0.98 | )%(4) | | | (1.79 | )%(4) | | | (0.96 | )%(4) | | | (1.03 | )%(4) | | | (1.05 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 33 | %(7) | | | 112 | % | | | 85 | % | | | 95 | % | | | 130 | % | | | 103 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective March 31, 2021, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.85% for Class L shares. Prior to March 31, 2021, the maximum ratio was 1.95% for Class L shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Insight Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 15.40 | | | $ | 30.73 | | | $ | 16.54 | | | $ | 13.03 | | | $ | 14.60 | | | $ | 11.66 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.09 | ) | | | (0.34 | ) | | | (0.43 | ) | | | (0.19 | ) | | | (0.18 | ) | | | (0.19 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (8.44 | ) | | | (4.58 | ) | | | 15.80 | | | | 4.09 | | | | (0.75 | ) | | | 4.86 | | |
Total from Investment Operations | | | (8.53 | ) | | | (4.92 | ) | | | 15.37 | | | | 3.90 | | | | (0.93 | ) | | | 4.67 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (10.41 | ) | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | | | (1.73 | ) | |
Net Asset Value, End of Period | | $ | 6.87 | | | $ | 15.40 | | | $ | 30.73 | | | $ | 16.54 | | | $ | 13.03 | | | $ | 14.60 | | |
Total Return(3) | | | (55.39 | )%(7) | | | (15.14 | )% | | | 92.97 | % | | | 29.97 | % | | | (6.77 | )% | | | 40.02 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 6,013 | | | $ | 17,824 | | | $ | 20,633 | | | $ | 10,984 | | | $ | 9,272 | | | $ | 549 | | |
Ratio of Expenses Before Expense Limitation | | | 2.27 | %(8) | | | 2.08 | % | | | N/A | | | | 2.24 | % | | | 2.70 | % | | | 5.22 | % | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(4)(8) | | | 2.04 | %(4)(5) | | | 2.11 | %(4) | | | 2.19 | %(4) | | | 2.19 | %(4) | | | 2.19 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.10 | %(4)(8) | | | 2.04 | %(4)(5) | | | N/A | | | | 2.19 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.75 | )%(4)(8) | | | (1.14 | )%(4) | | | (1.96 | )%(4) | | | (1.21 | )%(4) | | | (1.29 | )%(4) | | | (1.30 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 33 | %(7) | | | 112 | % | | | 85 | % | | | 95 | % | | | 130 | % | | | 103 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective March 31, 2021, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 2.10% for Class C shares. Prior to March 31, 2021, the maximum ratio was 2.20% for Class C shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Insight Portfolio
| | Class R6(1) | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period from June 14, 2021(2) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 18.30 | | | $ | 33.39 | | |
Loss from Investment Operations: | |
Net Investment Loss(3) | | | (0.03 | ) | | | (0.20 | ) | |
Net Realized and Unrealized Loss | | | (10.06 | ) | | | (4.45 | ) | |
Total from Investment Operations | | | (10.09 | ) | | | (4.65 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (10.41 | ) | |
Total Distributions | | | — | | | | (10.44 | ) | |
Net Asset Value, End of Period | | $ | 8.21 | | | $ | 18.30 | | |
Total Return(4) | | | (55.14 | )%(7) | | | (13.11 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 33.39 | %(8) | | | 17.00 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(8) | | | 0.95 | %(5)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.95 | %(5)(8) | | | 0.95 | %(5)(8) | |
Ratio of Net Investment Loss | | | (0.59 | )%(5)(8) | | | (0.62 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 33 | %(7) | | | 112 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Commencement of Offering.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Global Insight Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class R6. On April 30, 2015, the Fund suspended offering Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Global Insight Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2022, the Subsidiary represented
approximately $885,000 or approximately 0.86% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur
during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (7) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (8) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Banks | | $ | 1,045 | | | $ | — | | | $ | — | | | $ | 1,045 | | |
Biotechnology | | | 1,671 | | | | — | | | | — | | | | 1,671 | | |
Capital Markets | | | 645 | | | | — | | | | — | | | | 645 | | |
Chemicals | | | 395 | | | | — | | | | — | | | | 395 | | |
Diversified Financial Services | | | 999 | | | | 1,519 | | | | — | | | | 2,518 | | |
Electrical Equipment | | | 384 | | | | — | | | | — | | | | 384 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Entertainment | | $ | 7,660 | | | $ | — | | | $ | — | | | $ | 7,660 | | |
Health Care Providers & Services | | | 5,154 | | | | — | | | | — | | | | 5,154 | | |
Health Care Technology | | | 4,698 | | | | — | | | | — | | | | 4,698 | | |
Information Technology Services | | | 19,548 | | | | 6,214 | | | | — | | | | 25,762 | | |
Internet & Direct Marketing Retail | | | 13,101 | | | | 1,858 | | | | — | | | | 14,959 | | |
Life Sciences Tools & Services | | | 1,463 | | | | — | | | | — | | | | 1,463 | | |
Pharmaceuticals | | | 8,983 | | | | — | | | | — | | | | 8,983 | | |
Road & Rail | | | 4,942 | | | | — | | | | — | | | | 4,942 | | |
Semiconductors & Semiconductor Equipment | | | 5,596 | | | | — | | | | — | | | | 5,596 | | |
Software | | | 15,498 | | | | — | | | | — | | | | 15,498 | | |
Total Common Stocks | | | 91,782 | | | | 9,591 | | | | — | | | | 101,373 | | |
Preferred Stock | |
Software | | | — | | | | — | | | | 33 | | | | 33 | | |
Investment Company | | | 710 | | | | — | | | | — | | | | 710 | | |
Call Options Purchased | | | — | | | | 92 | | | | — | | | | 92 | | |
Short-Term Investment | |
Investment Company | | | 2,123 | | | | — | | | | — | | | | 2,123 | | |
Total Assets | | $ | 94,615 | | | $ | 9,683 | | | $ | 33 | | | $ | 104,331 | | |
Derivative Contract — PIPE | | | — | | | | — | | | | (98 | ) | | | (98 | ) | |
Total | | $ | 94,615 | | | $ | 9,683 | | | $ | (65 | ) | | $ | 104,233 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Preferred Stock (000) | | Derivative Contract — PIPE (000) | |
Beginning Balance | | $ | 30 | | | $ | — | | |
Purchases | | | — | | | | — | | |
Sales | | | — | | | | — | | |
PIPE transactions | | | — | | | | (98 | ) | |
Amortization of discount | | | — | | | | — | | |
Transfers in | | | — | | | | — | | |
Transfers out | | | — | | | | — | | |
Corporate actions | | | — | | | | — | | |
Change in unrealized appreciation (depreciation) | | | 3 | | | | — | | |
Realized gains (losses) | | | — | | | | — | | |
Ending Balance | | $ | 33 | | | $ | (98 | ) | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022 | | $ | 3 | | | $ | (98 | ) | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2022. Various valuation techniques were used in the valuation of certain investments and weighted based on the level of significance. The Fund calculated the weighted averages of the unobservable inputs relative to each investment's fair value as of June 30, 2022:
| | Fair Value at June 30, 2022 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
Preferred Stock | | $ | 33 | | | Discounted Cash Flow | | Weighted Average Cost of Capital | | | 12.5 | % | | Decrease | |
| | | | | | Perpetual Growth Rate | | | 3.5 | % | | Increase | |
| | | | | | Market Comparable Companies | | Enterprise Value/ Revenue | | | 8.4 | x | | Increase | |
| | | | | | Discount for Lack of Marketability | | | 11.0 | % | | Decrease | |
PIPE | | $ | (98
| ) | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | | 14.0 | % | | Decrease | |
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are
treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund
had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2022, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Consolidated Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following tables set forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 92 | (a) | |
| | Liability Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Depreciation on Derivative Contract — PIPE | | Equity Risk | | $ | (98 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (869 | )(b) | |
(b) Amounts are included in Realized Loss on Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | 476 | (c) | |
Equity Risk | | Derivative Contract — PIPE | | | (98 | ) | |
| | Total | | $ | 378 | | |
(c) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets (000) | | Liabilities (000) | |
Purchased Options | | $ | 92 | (a)(d) | | $ | — | | |
Derivative Contract — PIPE | | | — | | | | (98 | )(e) | |
Total | | $ | 92 | | | $ | (98 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
(e) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(f) (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | 90 | | | $ | — | | | $ | (90 | ) | | $ | 0 | | |
JP Morgan Chase Bank NA | | | 2 | | | | — | | | | (2 | ) | | | 0 | | |
Total | | $ | 92 | | | $ | — | | | $ | (92 | ) | | $ | 0 | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(f) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 284,561,000 | | |
Derivative Contract — PIPE: | |
Average monthly notional amount | | $ | 676,000 | | |
5. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Consolidated Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
At June 30, 2022, the Fund did not have any outstanding securities on loan.
6. Restricted Securities: The Fund invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Fund may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
decision is made to sell the security and the time the security is registered so that the Fund can sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and the acquirer of the securities. The Fund would, in either case, bear market risks during that period.
Restricted securities are identified in the Consolidated Portfolio of Investments.
7. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
8. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
9. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services
under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
0.80% | | 0.75% | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.62% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.00% for Class I shares, 1.32% for Class A shares, 1.85% for Class L shares, 2.10% for Class C shares and 0.95% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $139,000 of advisory fees were waived and approximately $88,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $54,347,000 and $93,190,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $2,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 10,353 | | | $ | 62,550 | | | $ | 70,780 | | | $ | 5 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 2,123 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 23,356 | | | $ | 96,004 | | | $ | — | | | $ | 14,368 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax
regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, due to nondeductible offering costs related to the Subsidiary, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$3 | | $(3) | |
At December 31, 2021, the Fund had no distributable earnings on a tax basis.
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2021, the Fund intends to defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$391 | | $16,555 | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 43.4%.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future
developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the three- and five-year periods but below its peer group average for the one-year period. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Fund's contractual management fee and total expense ratio were higher than but close to its peer group averages and the actual management fee was higher than its peer group average. After discussion, the Board concluded that the Fund's (i) performance and total expense ratio were competitive with its peer group averages and (ii) management fee was acceptable.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
32
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other Important Information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
33
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
34
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGASAN
4877760 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Global Opportunity Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 8 | | |
Consolidated Statements of Changes in Net Assets | | | 9 | | |
Consolidated Financial Highlights | | | 11 | | |
Notes to Consolidated Financial Statements | | | 17 | | |
Investment Advisory Agreement Approval | | | 27 | | |
Liquidity Risk Management Program | | | 29 | | |
U.S. Customer Privacy Notice | | | 30 | | |
Director and Officer Information | | | 33 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Global Opportunity Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Expense Example
Global Opportunity Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Global Opportunity Portfolio Class I | | $ | 1,000.00 | | | $ | 579.30 | | | $ | 1,019.98 | | | $ | 3.80 | | | $ | 4.86 | | | | 0.97 | % | |
Global Opportunity Portfolio Class A | | | 1,000.00 | | | | 578.30 | | | | 1,018.60 | | | | 4.89 | | | | 6.26 | | | | 1.25 | | |
Global Opportunity Portfolio Class L | | | 1,000.00 | | | | 578.40 | | | | 1,018.35 | | | | 5.09 | | | | 6.51 | | | | 1.30 | | |
Global Opportunity Portfolio Class C | | | 1,000.00 | | | | 576.40 | | | | 1,015.12 | | | | 7.62 | | | | 9.74 | | | | 1.95 | | |
Global Opportunity Portfolio Class R6(1) | | | 1,000.00 | | | | 579.60 | | | | 1,020.58 | | | | 3.33 | | | | 4.26 | | | | 0.85 | | |
Global Opportunity Portfolio Class IR | | | 1,000.00 | | | | 579.60 | | | | 1,020.58 | | | | 3.33 | | | | 4.26 | | | | 0.85 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments
Global Opportunity Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.5%) | |
Argentina (1.2%) | |
Globant SA (a) | | | 218,359 | | | $ | 37,994 | | |
Brazil (0.6%) | |
NU Holdings Ltd., Class A (a) | | | 4,848,929 | | | | 18,135 | | |
Canada (3.0%) | |
Shopify, Inc., Class A (a) | | | 3,040,260 | | | | 94,978 | | |
China (5.6%) | |
Meituan, Class B (a)(b) | | | 4,732,600 | | | | 118,098 | | |
Trip.com Group Ltd. ADR (a) | | | 2,042,289 | | | | 56,061 | | |
| | | 174,159 | | |
Denmark (6.0%) | |
DSV AS | | | 1,342,316 | | | | 188,753 | | |
France (2.3%) | |
Hermes International | | | 65,247 | | | | 73,431 | | |
Germany (1.6%) | |
Adidas AG | | | 290,041 | | | | 51,520 | | |
India (10.1%) | |
HDFC Bank Ltd. | | | 12,935,481 | | | | 221,573 | | |
ICICI Bank Ltd. ADR | | | 5,346,313 | | | | 94,844 | | |
| | | 316,417 | | |
Italy (3.5%) | |
Moncler SpA | | | 2,533,967 | | | | 109,179 | | |
Japan (1.6%) | |
Keyence Corp. | | | 149,600 | | | | 51,304 | | |
Korea, Republic of (2.0%) | |
KakaoBank Corp. (a) | | | 932,039 | | | | 21,774 | | |
NAVER Corp. | | | 223,350 | | | | 41,660 | | |
| | | 63,434 | | |
Netherlands (0.6%) | |
Adyen NV (a) | | | 13,229 | | | | 19,091 | | |
Singapore (1.5%) | |
Grab Holdings Ltd., Class A (a) | | | 18,083,681 | | | | 45,752 | | |
United Kingdom (0.1%) | |
Fevertree Drinks PLC | | | 147,040 | | | | 2,190 | | |
United States (57.8%) | |
Adobe, Inc. (a) | | | 349,555 | | | | 127,958 | | |
Affirm Holdings, Inc. (a) | | | 516,933 | | | | 9,336 | | |
Amazon.com, Inc. (a) | | | 1,351,923 | | | | 143,588 | | |
Block, Inc., Class A (a) | | | 1,286,781 | | | | 79,086 | | |
Coupang, Inc. (a) | | | 9,676,448 | | | | 123,375 | | |
DoorDash, Inc., Class A (a) | | | 1,081,532 | | | | 69,402 | | |
Endeavor Group Holdings, Inc., Class A (a) | | | 1,370,381 | | | | 28,175 | | |
Farfetch Ltd., Class A (a) | | | 1,794,862 | | | | 12,851 | | |
Magic Leap, Class A (a)(c)(d) (acquisition cost — $3,174; acquired 12/22/15) | | | 6,530 | | | | — | | |
Mastercard, Inc., Class A | | | 244,203 | | | | 77,041 | | |
MercadoLibre, Inc. (a) | | | 176,039 | | | | 112,114 | | |
Meta Platforms, Inc., Class A (a) | | | 831,810 | | | | 134,129 | | |
| | Shares | | Value (000) | |
Salesforce.com, Inc. (a) | | | 597,975 | | | $ | 98,690 | | |
ServiceNow, Inc. (a) | | | 543,348 | | | | 258,373 | | |
Snowflake, Inc., Class A (a) | | | 111,441 | | | | 15,497 | | |
Spotify Technology SA (a) | | | 821,862 | | | | 77,115 | | |
Uber Technologies, Inc. (a) | | | 9,566,313 | | | | 195,727 | | |
Visa, Inc., Class A | | | 489,316 | | | | 96,341 | | |
Walt Disney Co. (a) | | | 1,361,351 | | | | 128,511 | | |
Zillow Group, Inc., Class A (a) | | | 379,067 | | | | 12,058 | | |
Zoom Video Communications, Inc., Class A (a) | | | 181,104 | | | | 19,554 | | |
| | | 1,818,921 | | |
Total Common Stocks (Cost $3,011,443) | | | 3,065,258 | | |
Investment Company (0.7%) | |
United States (0.7%) | |
Grayscale Bitcoin Trust (a) (Cost $75,271) | | | 1,690,985 | | | | 20,393 | | |
Short-Term Investment (2.3%) | |
Investment Company (2.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $73,025) | | | 73,024,598 | | | | 73,025 | | |
Total Investments Excluding Purchased Options (100.5%) (Cost $3,159,739) | | | 3,158,676 | | |
Total Purchased Options Outstanding (0.0%) (e) (Cost $7,715) | | | 19 | | |
Total Investments (100.5%) (Cost $3,167,454) (f)(g)(h) | | | 3,158,695 | | |
Liabilities in Excess of Other Assets (–0.5%) | | | (14,448 | ) | |
Net Assets (100.0%) | | $ | 3,144,247 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) Security trades on the Hong Kong exchange.
(c) Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted securities (excluding 144A holdings) at June 30, 2022 amounts to $0 and represents 0.0% of net assets.
(d) At June 30, 2022, the Fund held a fair valued security at $0, representing 0.0% of net assets. This security has been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(e) Amount is less than 0.05%.
(f) Securities are available for collateral in connection with purchased options.
(g) The approximate fair value and percentage of net assets, $898,573,000 and 28.6%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Consolidated Financial Statements.
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Global Opportunity Portfolio
(h) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $905,516,000 and the aggregate gross unrealized depreciation is approximately $914,275,000, resulting in net unrealized depreciation of approximately $8,759,000.
ADR American Depositary Receipt.
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2022:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.31 | | | Aug-22 | | | 756,739,436 | | | | 756,739 | | | $ | 17 | | | $ | 5,140 | | | $ | (5,123 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.38 | | | Jul-22 | | | 485,510,983 | | | | 485,511 | | | | 2 | | | | 2,575 | | | | (2,573 | ) | |
| | | | | | | | | | | | $ | 19 | | | $ | 7,715 | | | $ | (7,696 | ) | |
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Internet & Direct Marketing Retail | | | 18.3 | % | |
Software | | | 16.0 | | |
Information Technology Services | | | 13.6 | | |
Banks | | | 11.3 | | |
Road & Rail | | | 7.6 | | |
Textiles, Apparel & Luxury Goods | | | 7.4 | | |
Entertainment | | | 7.4 | | |
Others* | | | 6.8 | | |
Air Freight & Logistics | | | 6.0 | | |
Interactive Media & Services | | | 5.6 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Opportunity Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $3,094,429) | | $ | 3,085,670 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $73,025) | | | 73,025 | | |
Total Investments in Securities, at Value (Cost $3,167,454) | | | 3,158,695 | | |
Foreign Currency, at Value (Cost $4) | | | 4 | | |
Dividends Receivable | | | 2,103 | | |
Tax Reclaim Receivable | | | 931 | | |
Receivable for Fund Shares Sold | | | 921 | | |
Receivable for Investments Sold | | | 854 | | |
Receivable from Affiliate | | | 53 | | |
Other Assets | | | 442 | | |
Total Assets | | | 3,164,003 | | |
Liabilities: | |
Payable for Advisory Fees | | | 7,040 | | |
Payable for Fund Shares Redeemed | | | 6,471 | | |
Deferred Capital Gain Country Tax | | | 3,848 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 924 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 305 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 6 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 68 | | |
Payable for Shareholder Services Fees — Class A | | | 171 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 7 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 166 | | |
Due to Broker | | | 260 | | |
Payable for Administration Fees | | | 222 | | |
Payable for Transfer Agency Fees — Class I | | | 31 | | |
Payable for Transfer Agency Fees — Class A | | | 56 | | |
Payable for Transfer Agency Fees — Class L | | | 10 | | |
Payable for Transfer Agency Fees — Class C | | | 4 | | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Payable for Transfer Agency Fees — Class IR | | | 1 | | |
Payable for Custodian Fees | | | 96 | | |
Payable for Professional Fees | | | 22 | | |
Payable for Investments Purchased | | | 2 | | |
Other Liabilities | | | 46 | | |
Total Liabilities | | | 19,756 | | |
Net Assets | | $ | 3,144,247 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 2,624,283 | | |
Total Distributable Earnings | | | 519,964 | | |
Net Assets | | $ | 3,144,247 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Opportunity Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 1,902,347 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 76,931,701 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 24.73 | | |
CLASS A: | |
Net Assets | | $ | 779,292 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 32,975,797 | | |
Net Asset Value, Redemption Price Per Share | | $ | 23.63 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.31 | | |
Maximum Offering Price Per Share | | $ | 24.94 | | |
CLASS L: | |
Net Assets | | $ | 26,347 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,132,460 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 23.27 | | |
CLASS C: | |
Net Assets | | $ | 188,412 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 8,505,877 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 22.15 | | |
CLASS R6:* | |
Net Assets | | $ | 143,460 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,771,374 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 24.86 | | |
CLASS IR: | |
Net Assets | | $ | 104,389 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 4,194,360 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 24.89 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Opportunity Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $1,227 of Foreign Taxes Withheld) | | $ | 9,326 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 120 | | |
Non-Cash Dividends from Securities of Unaffiliated Issuers | | | 551 | | |
Income from Securities Loaned — Net | | | 109 | | |
Total Investment Income | | | 10,106 | | |
Expenses: | |
Advisory Fees (Note B) | | | 17,077 | | |
Sub Transfer Agency Fees — Class I | | | 1,947 | | |
Sub Transfer Agency Fees — Class A | | | 769 | | |
Sub Transfer Agency Fees — Class L | | | 10 | | |
Sub Transfer Agency Fees — Class C | | | 147 | | |
Shareholder Services Fees — Class A (Note D) | | | 1,356 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 132 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 1,375 | | |
Administration Fees (Note C) | | | 1,888 | | |
Custodian Fees (Note F) | | | 323 | | |
Shareholder Reporting Fees | | | 271 | | |
Transfer Agency Fees — Class I (Note E) | | | 29 | | |
Transfer Agency Fees — Class A (Note E) | | | 94 | | |
Transfer Agency Fees — Class L (Note E) | | | 16 | | |
Transfer Agency Fees — Class C (Note E) | | | 7 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 8 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Registration Fees | | | 126 | | |
Professional Fees | | | 80 | | |
Directors' Fees and Expenses | | | 37 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 65 | | |
Total Expenses | | | 25,760 | | |
Distribution Fees — Class L Shares Waived (Note D) | | | (79 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (53 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (3 | ) | |
Net Expenses | | | 25,625 | | |
Net Investment Loss | | | (15,519 | ) | |
Realized Gain: | |
Investments Sold (Net of $2,452 of Capital Gain Country Tax) | | | 396,994 | | |
Foreign Currency Translation | | | 433 | | |
Net Realized Gain | | | 397,427 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $5,214) | | | (3,097,919 | ) | |
Foreign Currency Translation | | | (91 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (3,098,010 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (2,700,583 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (2,716,102 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Global Opportunity Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (15,519 | ) | | $ | (68,109 | ) | |
Net Realized Gain | | | 397,427 | | | | 453,816 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (3,098,010 | ) | | | (394,101 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (2,716,102 | ) | | | (8,394 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (220,970 | ) | |
Class A | | | — | | | | (76,362 | ) | |
Class L | | | — | | | | (2,423 | ) | |
Class C | | | — | | | | (21,570 | ) | |
Class R6* | | | — | | | | (13,666 | ) | |
Class IR | | | — | | | | (7,221 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (342,212 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 427,479 | | | | 1,471,766 | | |
Distributions Reinvested | | | — | | | | 209,302 | | |
Redeemed | | | (1,385,724 | ) | | | (1,354,837 | ) | |
Class A: | |
Subscribed | | | 56,658 | | | | 204,306 | | |
Distributions Reinvested | | | — | | | | 75,061 | | |
Redeemed | | | (198,546 | ) | | | (364,420 | ) | |
Class L: | |
Exchanged | | | 80 | | | | 32 | | |
Distributions Reinvested | | | — | | | | 2,249 | | |
Redeemed | | | (2,172 | ) | | | (5,193 | ) | |
Class C: | |
Subscribed | | | 8,040 | | | | 58,062 | | |
Distributions Reinvested | | | — | | | | 21,141 | | |
Redeemed | | | (72,576 | ) | | | (79,565 | ) | |
Class R6:* | |
Subscribed | | | 35,256 | | | | 99,877 | | |
Distributions Reinvested | | | — | | | | 11,343 | | |
Redeemed | | | (62,563 | ) | | | (181,792 | ) | |
Class IR: | |
Subscribed | | | 21,000 | | | | 40,935 | | |
Distributions Reinvested | | | — | | | | 7,221 | | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (1,173,068 | ) | | | 215,488 | | |
Total Decrease in Net Assets | | | (3,889,170 | ) | | | (135,118 | ) | |
Net Assets: | |
Beginning of Period | | | 7,033,417 | | | | 7,168,535 | | |
End of Period | | $ | 3,144,247 | | | $ | 7,033,417 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Global Opportunity Portfolio
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 12,962 | | | | 31,671 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 5,034 | | |
Shares Redeemed | | | (43,578 | ) | | | (29,677 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (30,616 | ) | | | 7,028 | | |
Class A: | |
Shares Subscribed | | | 1,860 | | | | 4,623 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,886 | | |
Shares Redeemed | | | (6,555 | ) | | | (8,264 | ) | |
Net Decrease in Class A Shares Outstanding | | | (4,695 | ) | | | (1,755 | ) | |
Class L: | |
Shares Exchanged | | | 3 | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 57 | | |
Shares Redeemed | | | (74 | ) | | | (119 | ) | |
Net Decrease in Class L Shares Outstanding | | | (71 | ) | | | (61 | ) | |
Class C: | |
Shares Subscribed | | | 268 | | | | 1,381 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 565 | | |
Shares Redeemed | | | (2,477 | ) | | | (1,910 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (2,209 | ) | | | 36 | | |
Class R6:* | |
Shares Subscribed | | | 1,030 | | | | 2,144 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 272 | | |
Shares Redeemed | | | (1,970 | ) | | | (3,899 | ) | |
Net Decrease in Class R6 Shares Outstanding | | | (940 | ) | | | (1,483 | ) | |
Class IR: | |
Shares Subscribed | | | 585 | | | | 889 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 173 | | |
Net Increase in Class IR Shares Outstanding | | | 585 | | | | 1,062 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 42.69 | | | $ | 44.75 | | | $ | 29.12 | | | $ | 21.50 | | | $ | 22.94 | | | $ | 15.41 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.08 | ) | | | (0.36 | ) | | | (0.28 | ) | | | (0.12 | ) | | | (0.07 | ) | | | (0.06 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (17.88 | ) | | | 0.40 | | | | 16.43 | | | | 7.74 | | | | (1.20 | ) | | | 7.68 | | |
Total from Investment Operations | | | (17.96 | ) | | | 0.04 | | | | 16.15 | | | | 7.62 | | | | (1.27 | ) | | | 7.62 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (2.10 | ) | | | (0.52 | ) | | | — | | | | (0.17 | ) | | | (0.09 | ) | |
Net Asset Value, End of Period | | $ | 24.73 | | | $ | 42.69 | | | $ | 44.75 | | | $ | 29.12 | | | $ | 21.50 | | | $ | 22.94 | | |
Total Return(3) | | | (42.07 | )%(7) | | | 0.22 | % | | | 55.47 | % | | | 35.44 | % | | | (5.66 | )% | | | 49.44 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,902,347 | | | $ | 4,591,358 | | | $ | 4,498,617 | | | $ | 2,220,219 | | | $ | 1,337,133 | | | $ | 898,008 | | |
Ratio of Expenses Before Expense Limitation | | | 0.97 | %(8) | | | 0.92 | % | | | N/A | | | | N/A | | | | N/A | | | | 0.99 | % | |
Ratio of Expenses After Expense Limitation | | | 0.97 | %(4)(8) | | | 0.92 | %(4) | | | 0.92 | %(4) | | | 0.94 | %(4) | | | 0.94 | %(4)(5) | | | 0.79 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 0.94 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.55 | )%(4)(8) | | | (0.78 | )%(4) | | | (0.79 | )%(4) | | | (0.44 | )%(4) | | | (0.30 | )%(4) | | | (0.31 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 18 | %(7) | | | 21 | % | | | 22 | % | | | 15 | % | | | 28 | % | | | 30 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective January 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.00% for Class I shares. Prior to January 1, 2018, the maximum ratio was 0.81% for Class I shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 40.86 | | | $ | 43.04 | | | $ | 28.10 | | | $ | 20.81 | | | $ | 22.28 | | | $ | 15.01 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.12 | ) | | | (0.47 | ) | | | (0.35 | ) | | | (0.18 | ) | | | (0.14 | ) | | | (0.12 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (17.11 | ) | | | 0.39 | | | | 15.81 | | | | 7.47 | | | | (1.16 | ) | | | 7.48 | | |
Total from Investment Operations | | | (17.23 | ) | | | (0.08 | ) | | | 15.46 | | | | 7.29 | | | | (1.30 | ) | | | 7.36 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (2.10 | ) | | | (0.52 | ) | | | — | | | | (0.17 | ) | | | (0.09 | ) | |
Net Asset Value, End of Period | | $ | 23.63 | | | $ | 40.86 | | | $ | 43.04 | | | $ | 28.10 | | | $ | 20.81 | | | $ | 22.28 | | |
Total Return(3) | | | (42.17 | )%(7) | | | (0.05 | )% | | | 55.03 | % | | | 35.03 | % | | | (5.96 | )% | | | 49.03 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 779,292 | | | $ | 1,539,078 | | | $ | 1,697,016 | | | $ | 1,070,124 | | | $ | 790,571 | | | $ | 780,705 | | |
Ratio of Expenses Before Expense Limitation | | | 1.25 | %(8) | | | 1.20 | % | | | N/A | | | | N/A | | | | N/A | | | | 1.32 | % | |
Ratio of Expenses After Expense Limitation | | | 1.25 | %(4)(8) | | | 1.20 | %(4) | | | 1.20 | %(4) | | | 1.22 | %(4) | | | 1.26 | %(4)(5) | | | 1.12 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 1.22 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.82 | )%(4)(8) | | | (1.06 | )%(4) | | | (1.06 | )%(4) | | | (0.72 | )%(4) | | | (0.59 | )%(4) | | | (0.63 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 18 | %(7) | | | 21 | % | | | 22 | % | | | 15 | % | | | 28 | % | | | 30 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective January 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.35% for Class A shares. Prior to January 1, 2018, the maximum ratio was 1.23% for Class A shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 40.23 | | | $ | 42.44 | | | $ | 27.72 | | | $ | 20.54 | | | $ | 22.01 | | | $ | 14.84 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.12 | ) | | | (0.48 | ) | | | (0.36 | ) | | | (0.19 | ) | | | (0.15 | ) | | | (0.13 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (16.84 | ) | | | 0.37 | | | | 15.60 | | | | 7.37 | | | | (1.15 | ) | | | 7.39 | | |
Total from Investment Operations | | | (16.96 | ) | | | (0.11 | ) | | | 15.24 | | | | 7.18 | | | | (1.30 | ) | | | 7.26 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (2.10 | ) | | | (0.52 | ) | | | — | | | | (0.17 | ) | | | (0.09 | ) | |
Net Asset Value, End of Period | | $ | 23.27 | | | $ | 40.23 | | | $ | 42.44 | | | $ | 27.72 | | | $ | 20.54 | | | $ | 22.01 | | |
Total Return(3) | | | (42.16 | )%(7) | | | (0.12 | )% | | | 54.99 | % | | | 34.96 | % | | | (6.04 | )% | | | 48.91 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 26,347 | | | $ | 48,426 | | | $ | 53,675 | | | $ | 40,836 | | | $ | 33,913 | | | $ | 39,979 | | |
Ratio of Expenses Before Expense Limitation | | | 1.75 | %(8) | | | 1.69 | % | | | 1.71 | % | | | 1.74 | % | | | 1.78 | % | | | 1.86 | % | |
Ratio of Expenses After Expense Limitation | | | 1.30 | %(4)(8) | | | 1.24 | %(4) | | | 1.25 | %(4) | | | 1.28 | %(4) | | | 1.32 | %(4)(5) | | | 1.20 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 1.28 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.86 | )%(4)(8) | | | (1.10 | )%(4) | | | (1.10 | )%(4) | | | (0.78 | )%(4) | | | (0.65 | )%(4) | | | (0.67 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 18 | %(7) | | | 21 | % | | | 22 | % | | | 15 | % | | | 28 | % | | | 30 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective January 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.40% for Class L shares. Prior to January 1, 2018, the maximum ratio was 1.50% for Class L shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 38.43 | | | $ | 40.90 | | | $ | 26.90 | | | $ | 20.07 | | | $ | 21.64 | | | $ | 14.69 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.22 | ) | | | (0.74 | ) | | | (0.57 | ) | | | (0.35 | ) | | | (0.30 | ) | | | (0.26 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (16.06 | ) | | | 0.37 | | | | 15.09 | | | | 7.18 | | | | (1.10 | ) | | | 7.30 | | |
Total from Investment Operations | | | (16.28 | ) | | | (0.37 | ) | | | 14.52 | | | | 6.83 | | | | (1.40 | ) | | | 7.04 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (2.10 | ) | | | (0.52 | ) | | | — | | | | (0.17 | ) | | | (0.09 | ) | |
Net Asset Value, End of Period | | $ | 22.15 | | | $ | 38.43 | | | $ | 40.90 | | | $ | 26.90 | | | $ | 20.07 | | | $ | 21.64 | | |
Total Return(3) | | | (42.36 | )%(7) | | | (0.77 | )% | | | 53.99 | % | | | 34.03 | % | | | (6.61 | )% | | | 47.92 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 188,412 | | | $ | 411,765 | | | $ | 436,790 | | | $ | 251,160 | | | $ | 159,642 | | | $ | 104,364 | | |
Ratio of Expenses Before Expense Limitation | | | 1.95 | %(8) | | | 1.90 | % | | | N/A | | | | N/A | | | | N/A | | | | 2.01 | % | |
Ratio of Expenses After Expense Limitation | | | 1.95 | %(4)(8) | | | 1.90 | %(4) | | | 1.91 | %(4) | | | 1.94 | %(4) | | | 1.95 | %(4)(5) | | | 1.81 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 1.94 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.52 | )%(4)(8) | | | (1.76 | )%(4) | | | (1.77 | )%(4) | | | (1.45 | )%(4) | | | (1.30 | )%(4) | | | (1.33 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 18 | %(7) | | | 21 | % | | | 22 | % | | | 15 | % | | | 28 | % | | | 30 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective January 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 2.10% for Class C shares. Prior to January 1, 2018, the maximum ratio was 2.20% for Class C shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(2) | | 2019(2) | | 2018(2) | | 2017(2) | |
Net Asset Value, Beginning of Period | | $ | 42.89 | | | $ | 44.90 | | | $ | 29.18 | | | $ | 21.53 | | | $ | 23.00 | | | $ | 15.44 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.07 | ) | | | (0.31 | ) | | | (0.25 | ) | | | (0.14 | ) | | | (0.00 | )(4) | | | (0.05 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (17.96 | ) | | | 0.40 | | | | 16.49 | | | | 7.79 | | | | (1.30 | ) | | | 7.70 | | |
Total from Investment Operations | | | (18.03 | ) | | | 0.09 | | | | 16.24 | | | | 7.65 | | | | (1.30 | ) | | | 7.65 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (2.10 | ) | | | (0.52 | ) | | | — | | | | (0.17 | ) | | | (0.09 | ) | |
Net Asset Value, End of Period | | $ | 24.86 | | | $ | 42.89 | | | $ | 44.90 | | | $ | 29.18 | | | $ | 21.53 | | | $ | 23.00 | | |
Total Return(5) | | | (42.04 | )%(9) | | | 0.33 | % | | | 55.67 | % | | | 35.53 | % | | | (5.78 | )% | | | 49.54 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 143,460 | | | $ | 287,811 | | | $ | 367,927 | | | $ | 124,173 | | | $ | 2,156 | | | $ | 1,650 | | |
Ratio of Expenses Before Expense Limitation | | | 0.85 | %(10) | | | 0.82 | % | | | N/A | | | | 0.86 | % | | | N/A | | | | 1.24 | % | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(6)(10) | | | 0.82 | %(6) | | | 0.82 | %(6) | | | 0.84 | %(6) | | | 0.88 | %(6)(7) | | | 0.71 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 0.84 | %(6) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.43 | )%(6)(10) | | | (0.68 | )%(6) | | | (0.70 | )%(6) | | | (0.51 | )%(6) | | | (0.02 | )%(6) | | | (0.23 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(8)(10) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 18 | %(9) | | | 21 | % | | | 22 | % | | | 15 | % | | | 28 | % | | | 30 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Effective January 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.95% for Class R6 shares. Prior to January 1, 2018, the maximum ratio was 0.72% for Class R6 shares.
(8) Amount is less than 0.005%.
(9) Not annualized.
(10) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 15, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 42.94 | | | $ | 44.96 | | | $ | 29.22 | | | $ | 21.56 | | | $ | 26.67 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.06 | ) | | | (0.32 | ) | | | (0.24 | ) | | | (0.09 | ) | | | (0.06 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (17.99 | ) | | | 0.40 | | | | 16.50 | | | | 7.75 | | | | (4.88 | ) | |
Total from Investment Operations | | | (18.05 | ) | | | 0.08 | | | | 16.26 | | | | 7.66 | | | | (4.94 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (2.10 | ) | | | (0.52 | ) | | | — | | | | (0.17 | ) | |
Net Asset Value, End of Period | | $ | 24.89 | | | $ | 42.94 | | | $ | 44.96 | | | $ | 29.22 | | | $ | 21.56 | | |
Total Return(4) | | | (42.04 | )%(7) | | | 0.31 | % | | | 55.66 | % | | | 35.53 | % | | | (18.63 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 104,389 | | | $ | 154,979 | | | $ | 114,510 | | | $ | 73,569 | | | $ | 54,284 | | |
Ratio of Expenses Before Expense Limitation | | | 0.85 | %(8) | | | 0.82 | % | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(5)(8) | | | 0.82 | %(5) | | | 0.82 | %(5) | | | 0.84 | %(5) | | | 0.88 | %(5)(8) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 0.84 | %(5) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.42 | )%(5)(8) | | | (0.68 | )%(5) | | | (0.69 | )%(5) | | | (0.35 | )%(5) | | | (0.46 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | (0.01 | )%(8) | |
Portfolio Turnover Rate | | | 18 | %(7) | | | 21 | % | | | 22 | % | | | 15 | % | | | 28 | % | |
(1) Not consolidated.
(2) Commencement of Offering.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Global Opportunity Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective December 31, 2020, the Fund suspended offering of Class I, Class A, Class C, Class R6 and Class IR shares to new investors with certain exceptions. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Global Opportunity Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation and all
accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2022, the Subsidiary represented approximately $23,757,000 or approximately 0.76% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and
other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Air Freight & Logistics | | $ | — | | | $ | 188,753 | | | $ | — | | | $ | 188,753 | | |
Banks | | | 112,979 | | | | 243,347 | | | | — | | | | 356,326 | | |
Beverages | | | — | | | | 2,190 | | | | — | | | | 2,190 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Electronic Equipment, Instruments & Components | | $ | — | | | $ | 51,304 | | | $ | — | † | | $ | 51,304 | † | |
Entertainment | | | 233,801 | | | | — | | | | — | | | | 233,801 | | |
Hotels, Restaurants & Leisure | | | 56,061 | | | | — | | | | — | | | | 56,061 | | |
Information Technology Services | | | 410,273 | | | | 19,091 | | | | — | | | | 429,364 | | |
Interactive Media & Services | | | 134,129 | | | | 41,660 | | | | — | | | | 175,789 | | |
Internet & Direct Marketing Retail | | | 461,330 | | | | 118,098 | | | | — | | | | 579,428 | | |
Real Estate Management & Development | | | 12,058 | | | | — | | | | — | | | | 12,058 | | |
Road & Rail | | | 241,479 | | | | — | | | | — | | | | 241,479 | | |
Software | | | 504,575 | | | | — | | | | — | | | | 504,575 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 234,130 | | | | — | | | | 234,130 | | |
Total Common Stocks | | | 2,166,685 | | | | 898,573 | | | | — | † | | | 3,065,258 | † | |
Investment Company | | | 20,393 | | | | — | | | | — | | | | 20,393 | | |
Call Options Purchased | | | — | | | | 19 | | | | — | | | | 19 | | |
Short-Term Investment | |
Investment Company | | | 73,025 | | | | — | | | | — | | | | 73,025 | | |
Total Assets | | $ | 2,260,103 | | | $ | 898,592 | | | $ | — | † | | $ | 3,158,695 | † | |
† Includes a security valued at zero.
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Common Stock (000) | | Preferred Stock (000) | |
Beginning Balance | | $ | — | | | $ | — | † | |
Purchases | | | — | | | | — | | |
Sales | | | — | | | | — | | |
Amortization of discount | | | — | | | | — | | |
Transfers in | | | — | † | | | — | | |
Transfers out | | | — | | | | (— | )† | |
Corporate actions | | | — | | | | — | | |
Change in unrealized appreciation (depreciation) | | | — | | | | — | | |
Realized gains (losses) | | | — | | | | — | | |
Ending Balance | | $ | — | † | | $ | — | | |
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
| | Common Stock (000) | | Preferred Stock (000) | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022 | | $ | — | | | $ | — | | |
† Includes a security valued at zero.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign
currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the
Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 19 | (a) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following table sets forth by primary risk exposure the Fund's change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (1,536 | )(b) | |
(b) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets(c) (000) | | Liabilities(c) (000) | |
Purchased Options | | $ | 19 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(c) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(d) (000) | | Net Amount (not less than $0) (000) | |
JP Morgan Chase Bank NA | | $ | 19 | | | $ | — | | | $ | (19 | ) | | $ | 0 | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 1,242,250,000 | | |
5. Restricted Securities: The Fund invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Fund may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Fund can sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and the acquirer of the securities. The Fund would, in either case, bear market risks during that period. Restricted securities are identified in the Consolidated Portfolio of Investments.
6. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
7. Dividends and Distributions to Shareholders: Dividend income and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
8. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $750 million | | Next $750 million | | Over $1.5 billion | |
| 0.80 | % | | | 0.75 | % | | | 0.70 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.72% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.00% for Class I shares, 1.35% for Class A shares,
1.40% for Class L shares, 2.10% for Class C shares, 0.95% for Class R6 shares and 0.95% for Class IR shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $3,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares. The Distributor has agreed to waive for at least one year from the date of the Fund's prospectus or until such time that the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate, the 12b-1 fees on Class L shares of the Fund to the extent it exceeds 0.30% of the average daily net assets of such shares on an annualized basis. For the six months ended June 30, 2022, this waiver amounted to approximately $79,000.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $886,452,000 and $1,944,475,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $53,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 244,678 | | | $ | 901,168 | | | $ | 1,072,821 | | | $ | 120 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 73,025 | | |
During the six months ended June 30, 2022, the Fund incurred approximately $11,000 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator, Sub-Adviser and Distributor, for portfolio transactions executed on behalf of the Fund.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 43,647 | | | $ | 298,565 | | | $ | 1,952 | | | $ | 80,321 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 66,950 | | | $ | (66,950 | ) | |
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | — | | | $ | 166,554 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 35.6%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser, Sub-Adviser and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one-year period but better than its peer group average for the three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's contractual management fee was higher than but close to its peer group average, and the Fund's actual management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
32
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
33
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGOSAN
4877781 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Global Permanence Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 7 | | |
Consolidated Statements of Changes in Net Assets | | | 8 | | |
Consolidated Financial Highlights | | | 9 | | |
Notes to Consolidated Financial Statements | | | 13 | | |
Investment Advisory Agreement Approval | | | 23 | | |
Liquidity Risk Management Program | | | 25 | | |
U.S. Customer Privacy Notice | | | 26 | | |
Director and Officer Information | | | 29 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Global Permanence Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Expense Example
Global Permanence Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Global Permanence Portfolio Class I | | $ | 1,000.00 | | | $ | 755.80 | | | $ | 1,019.84 | | | $ | 4.35 | | | $ | 5.01 | | | | 1.00 | % | |
Global Permanence Portfolio Class A | | | 1,000.00 | | | | 754.60 | | | | 1,018.10 | | | | 5.87 | | | | 6.75 | | | | 1.35 | | |
Global Permanence Portfolio Class C | | | 1,000.00 | | | | 751.90 | | | | 1,014.33 | | | | 9.12 | | | | 10.49 | | | | 2.10 | | |
Global Permanence Portfolio Class R6(1) | | | 1,000.00 | | | | 756.00 | | | | 1,020.08 | | | | 4.14 | | | | 4.76 | | | | 0.95 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS Shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments
Global Permanence Portfolio
| | Shares | | Value (000) | |
Common Stocks (95.2%) | |
Brazil (1.2%) | |
Vale SA | | | 2,945 | | | $ | 43 | | |
Canada (18.1%) | |
Brookfield Asset Management, Inc., Class A | | | 1,189 | | | | 53 | | |
Canadian National Railway Co. | | | 1,696 | | | | 191 | | |
Constellation Software, Inc. | | | 138 | | | | 205 | | |
FirstService Corp. | | | 451 | | | | 54 | | |
Topicus.com, Inc. (a) | | | 3,144 | | | | 177 | | |
| | | 680 | | |
Denmark (0.5%) | |
Chr Hansen Holding AS | | | 259 | | | | 19 | | |
France (12.2%) | |
Christian Dior SE | | | 166 | | | | 99 | | |
EssilorLuxottica SA | | | 1,233 | | | | 187 | | |
Hermes International | | | 50 | | | | 56 | | |
L'Oreal SA | | | 166 | | | | 58 | | |
Remy Cointreau SA | | | 337 | | | | 59 | | |
| | | 459 | | |
India (5.2%) | |
HDFC Bank Ltd. ADR | | | 3,582 | | | | 197 | | |
Italy (1.4%) | |
Brunello Cucinelli SpA | | | 1,168 | | | | 53 | | |
Japan (1.1%) | |
Nintendo Co. Ltd. | | | 100 | | | | 43 | | |
Netherlands (7.4%) | |
ASML Holding NV | | | 474 | | | | 226 | | |
Universal Music Group NV | | | 2,707 | | | | 54 | | |
| | | 280 | | |
United Kingdom (5.8%) | |
Rentokil Initial PLC | | | 33,025 | | | | 192 | | |
Victoria PLC (a) | | | 4,625 | | | | 25 | | |
| | | 217 | | |
United States (42.3%) | |
Amazon.com, Inc. (a) | | | 1,813 | | | | 193 | | |
Axon Enterprise, Inc. (a) | | | 359 | | | | 33 | | |
Brown & Brown, Inc. | | | 673 | | | | 39 | | |
Danaher Corp. | | | 142 | | | | 36 | | |
Domino's Pizza, Inc. | | | 109 | | | | 42 | | |
HEICO Corp., Class A | | | 368 | | | | 39 | | |
Home Depot, Inc. | | | 141 | | | | 39 | | |
Intercontinental Exchange, Inc. | | | 493 | | | | 46 | | |
Intuitive Surgical, Inc. (a) | | | 172 | | | | 35 | | |
Linde PLC | | | 67 | | | | 19 | | |
Pool Corp. | | | 101 | | | | 35 | | |
Progressive Corp. | | | 1,002 | | | | 116 | | |
Royal Gold, Inc. | | | 445 | | | | 48 | | |
Royalty Pharma PLC, Class A | | | 5,638 | | | | 237 | | |
S&P Global, Inc. | | | 151 | | | | 51 | | |
Salesforce.com, Inc. (a) | | | 617 | | | | 102 | | |
Service Corp. International | | | 615 | | | | 43 | | |
| | Shares | | Value (000) | |
ServiceNow, Inc. (a) | | | 314 | | | $ | 149 | | |
Texas Pacific Land Corp. | | | 52 | | | | 77 | | |
UTZ Brands, Inc. | | | 3,004 | | | | 42 | | |
Veeva Systems, Inc., Class A (a) | | | 551 | | | | 109 | | |
Waste Connections, Inc. | | | 497 | | | | 62 | | |
| | | 1,592 | | |
Total Common Stocks (Cost $3,902) | | | 3,583 | | |
Investment Companies (1.5%) | |
United Kingdom (1.0%) | |
Hipgnosis Songs Fund Ltd. | | | 29,524 | | | | 39 | | |
United States (0.5%) | |
Grayscale Bitcoin Trust (a) | | | 1,457 | | | | 18 | | |
Total Investment Companies (Cost $98) | | | 57 | | |
Short-Term Investment (1.2%) | |
Investment Company (1.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $44) | | | 43,643 | | | | 44 | | |
Total Investments Excluding Purchased Options (97.9%) (Cost $4,044) | | | 3,684 | | |
Total Purchased Options Outstanding (0.0%) (b) (Cost $12) | | | 1 | | |
Total Investments (97.9%) (Cost $4,056) (c)(d)(e) | | | 3,685 | | |
Other Assets in Excess of Liabilities (2.1%) | | | 78 | | |
Net Assets (100.0%) | | $ | 3,763 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) Amount is less than 0.05%.
(c) The approximate fair value and percentage of net assets, $884,000 and 23.5%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Consolidated Notes to the Financial Statements.
(d) Securities are available for collateral in connection with purchased options.
(e) At June 30, 2022, the aggregate cost for federal income tax purposes is approximates the aggregate cost for book Purposes. The aggregate gross unrealized appreciation is approximately $171,000 and the aggregate gross unrealized depreciation is approximately $542,000, resulting in net unrealized depreciation of approximately $371,000.
ADR American Depositary Receipt.
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Global Permanence Portfolio
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2022:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.27 | | | Nov-22 | | | 864,568 | | | | 865 | | | $ | 1 | | | $ | 4 | | | $ | (3 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.28 | | | Jul-22 | | | 792,926 | | | | 793 | | | | — | @ | | | 4 | | | | (4 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.31 | | | Aug-22 | | | 372,201 | | | | 372 | | | | — | @ | | | 3 | | | | (3 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.38 | | | Jul-22 | | | 230,682 | | | | 231 | | | | — | @ | | | 1 | | | | (1 | ) | |
| | | | | | | | | | | | $ | 1 | | | $ | 12 | | | $ | (11 | ) | |
@ Value is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Others* | | | 36.9 | % | |
Software | | | 17.3 | | |
Textiles, Apparel & Luxury Goods | | | 10.7 | | |
Commercial Services & Supplies | | | 6.9 | | |
Pharmaceuticals | | | 6.4 | | |
Semiconductors & Semiconductor Equipment | | | 6.1 | | |
Banks | | | 5.3 | | |
Internet & Direct Marketing Retail | | | 5.2 | | |
Road & Rail | | | 5.2 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Permanence Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $4,012) | | $ | 3,641 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $44) | | | 44 | | |
Total Investments in Securities, at Value (Cost $4,056) | | | 3,685 | | |
Foreign Currency, at Value (Cost $12) | | | 12 | | |
Cash | | | 1 | | |
Due from Adviser | | | 52 | | |
Dividends Receivable | | | 6 | | |
Tax Reclaim Receivable | | | — | @ | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 70 | | |
Total Assets | | | 3,826 | | |
Liabilities: | |
Payable for Professional Fees | | | 37 | | |
Payable for Investments Purchased | | | 4 | | |
Payable for Custodian Fees | | | 3 | | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6* | | | (— | @) | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class I | | | — | @ | |
Payable for Administration Fees | | | — | @ | |
Other Liabilities | | | 18 | | |
Total Liabilities | | | 63 | | |
Net Assets | | $ | 3,763 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 4,077 | | |
Total Accumulated Loss | | | (314 | ) | |
Net Assets | | $ | 3,763 | | |
CLASS I: | |
Net Assets | | $ | 3,050 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 294,187 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.37 | | |
CLASS A: | |
Net Assets | | $ | 689 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 67,095 | | |
Net Asset Value, Redemption Price Per Share | | $ | 10.27 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.57 | | |
Maximum Offering Price Per Share | | $ | 10.84 | | |
CLASS C: | |
Net Assets | | $ | 12 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,177 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.03 | | |
CLASS R6:* | |
Net Assets | | $ | 12 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,179 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.38 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Permanence Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $2 of Foreign Taxes Withheld) | | $ | 23 | | |
Non-Cash Dividends from Securities of Unaffiliated Issuers | | | 4 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 27 | | |
Expenses: | |
Professional Fees | | | 69 | | |
Registration Fees | | | 20 | | |
Advisory Fees (Note B) | | | 17 | | |
Shareholder Reporting Fees | | | 7 | | |
Custodian Fees (Note F) | | | 5 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Administration Fees (Note C) | | | 2 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 2 | | |
Shareholder Services Fees — Class A (Note D) | | | 1 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Sub Transfer Agency Fees — Class I | | | — | @ | |
Sub Transfer Agency Fees — Class A | | | — | @ | |
Other Expenses | | | 8 | | |
Total Expenses | | | 137 | | |
Expenses Reimbursed by Adviser (Note B) | | | (94 | ) | |
Waiver of Advisory Fees (Note B) | | | (17 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (— | @) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 23 | | |
Net Investment Income | | | 4 | | |
Realized Gain (Loss): | |
Investments Sold | | | 26 | | |
Foreign Currency Translation | | | (2 | ) | |
Net Realized Gain | | | 24 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (1,240 | ) | |
Foreign Currency Translation | | | (— | @) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,240 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (1,216 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (1,212 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Global Permanence Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 4 | | | $ | (2 | ) | |
Net Realized Gain | | | 24 | | | | 475 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,240 | ) | | | 167 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (1,212 | ) | | | 640 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (551 | ) | |
Class A | | | — | | | | (4 | ) | |
Class C | | | — | | | | (2 | ) | |
Class R6* | | | — | | | | (2 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (559 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 238 | | | | 284 | | |
Distributions Reinvested | | | — | | | | 551 | | |
Redeemed | | | (147 | ) | | | (171 | ) | |
Class A: | |
Subscribed | | | 1,338 | | | | 27 | | |
Distributions Reinvested | | | — | | | | 4 | | |
Redeemed | | | (462 | ) | | | (20 | ) | |
Class C: | |
Distributions Reinvested | | | — | | | | 2 | | |
Class R6:* | |
Distributions Reinvested | | | — | | | | 2 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 967 | | | | 679 | | |
Total Increase (Decrease) in Net Assets | | | (245 | ) | | | 760 | | |
Net Assets: | |
Beginning of Period | | | 4,008 | | | | 3,248 | | |
End of Period | | $ | 3,763 | | | $ | 4,008 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 19 | | | | 18 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 42 | | |
Shares Redeemed | | | (13 | ) | | | (11 | ) | |
Net Increase in Class I Shares Outstanding | | | 6 | | | | 49 | | |
Class A: | |
Shares Subscribed | | | 111 | | | | 2 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (46 | ) | | | (1 | ) | |
Net Increase in Class A Shares Outstanding | | | 65 | | | | 1 | | |
Class C: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Class R6:* | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Permanence Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from April 30, 2019(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | December 31, 2019(1) | |
Net Asset Value, Beginning of Period | | $ | 13.72 | | | $ | 13.41 | | | $ | 10.63 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.01 | | | | (0.01 | ) | | | (0.03 | ) | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | (3.36 | ) | | | 2.56 | | | | 2.90 | | | | 0.59 | | |
Total from Investment Operations | | | (3.35 | ) | | | 2.55 | | | | 2.87 | | | | 0.63 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.05 | ) | | | (0.07 | ) | | | — | | |
Net Realized Gain | | | — | | | | (2.19 | ) | | | (0.02 | ) | | | — | | |
Total Distributions | | | — | | | | (2.24 | ) | | | (0.09 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 10.37 | | | $ | 13.72 | | | $ | 13.41 | | | $ | 10.63 | | |
Total Return(4) | | | (24.42 | )%(7) | | | 19.73 | % | | | 27.06 | % | | | 6.30 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,050 | | | $ | 3,947 | | | $ | 3,202 | | | $ | 2,471 | | |
Ratio of Expenses Before Expense Limitation | | | 6.13 | %(8) | | | 7.77 | % | | | 8.62 | % | | | 12.79 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(5)(8) | | | 1.00 | %(5) | | | 1.00 | %(5) | | | 0.99 | %(5)(8) | |
Ratio of Net Investment Income (Loss) | | | 0.17 | %(5)(8) | | | (0.04 | )%(5) | | | (0.30 | )%(5) | | | 0.53 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 33 | %(7) | | | 57 | % | | | 113 | % | | | 35 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Permanence Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from April 30, 2019(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | December 31, 2019(1) | |
Net Asset Value, Beginning of Period | | $ | 13.61 | | | $ | 13.37 | | | $ | 10.61 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.01 | | | | (0.06 | ) | | | (0.07 | ) | | | 0.01 | | |
Net Realized and Unrealized Gain (Loss) | | | (3.35 | ) | | | 2.54 | | | | 2.89 | | | | 0.60 | | |
Total from Investment Operations | | | (3.34 | ) | | | 2.48 | | | | 2.82 | | | | 0.61 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.05 | ) | | | (0.04 | ) | | | — | | |
Net Realized Gain | | | — | | | | (2.19 | ) | | | (0.02 | ) | | | — | | |
Total Distributions | | | — | | | | (2.24 | ) | | | (0.06 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 10.27 | | | $ | 13.61 | | | $ | 13.37 | | | $ | 10.61 | | |
Total Return(4) | | | (24.54 | )%(7) | | | 19.27 | % | | | 26.57 | % | | | 6.10 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 689 | | | $ | 29 | | | $ | 19 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 6.56 | %(8) | | | 17.77 | % | | | 26.08 | % | | | 30.61 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.35 | %(5)(8) | | | 1.35 | %(5) | | | 1.35 | %(5) | | | 1.34 | %(5)(8) | |
Ratio of Net Investment Income (Loss) | | | 0.18 | %(5)(8) | | | (0.42 | )%(5) | | | (0.65 | )%(5) | | | 0.17 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 33 | %(7) | | | 57 | % | | | 113 | % | | | 35 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Permanence Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from April 30, 2019(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | December 31, 2019(1) | |
Net Asset Value, Beginning of Period | | $ | 13.34 | | | $ | 13.24 | | | $ | 10.56 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.05 | ) | | | (0.16 | ) | | | (0.15 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (3.26 | ) | | | 2.50 | | | | 2.85 | | | | 0.60 | | |
Total from Investment Operations | | | (3.31 | ) | | | 2.34 | | | | 2.70 | | | | 0.56 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.05 | ) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (2.19 | ) | | | (0.02 | ) | | | — | | |
Total Distributions | | | — | | | | (2.24 | ) | | | (0.02 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 10.03 | | | $ | 13.34 | | | $ | 13.24 | | | $ | 10.56 | | |
Total Return(4) | | | (24.81 | )%(7) | | | 18.39 | % | | | 25.60 | % | | | 5.60 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 12 | | | $ | 16 | | | $ | 13 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 22.02 | %(8) | | | 24.91 | % | | | 28.45 | % | | | 31.59 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(5)(8) | | | 2.10 | %(5) | | | 2.10 | %(5) | | | 2.09 | %(5)(8) | |
Ratio of Net Investment Loss | | | (0.94 | )%(5)(8) | | | (1.13 | )%(5) | | | (1.40 | )%(5) | | | (0.57 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 33 | %(7) | | | 57 | % | | | 113 | % | | | 35 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Global Permanence Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from April 30, 2019(3) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(2) | | December 31, 2019(2) | |
Net Asset Value, Beginning of Period | | $ | 13.73 | | | $ | 13.42 | | | $ | 10.64 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(4) | | | 0.01 | | | | 0.00 | (5) | | | (0.03 | ) | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | (3.36 | ) | | | 2.55 | | | | 2.91 | | | | 0.60 | | |
Total from Investment Operations | | | (3.35 | ) | | | 2.55 | | | | 2.88 | | | | 0.64 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.05 | ) | | | (0.08 | ) | | | — | | |
Net Realized Gain | | | — | | | | (2.19 | ) | | | (0.02 | ) | | | — | | |
Total Distributions | | | — | | | | (2.24 | ) | | | (0.10 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 10.38 | | | $ | 13.73 | | | $ | 13.42 | | | $ | 10.64 | | |
Total Return(6) | | | (24.40 | )%(9) | | | 19.71 | % | | | 27.09 | % | | | 6.40 | %(9) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 12 | | | $ | 16 | | | $ | 14 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 19.21 | %(10) | | | 22.49 | % | | | 26.62 | % | | | 30.53 | %(10) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(7)(10) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.94 | %(7)(10) | |
Ratio of Net Investment Income (Loss) | | | 0.21 | %(7)(10) | | | 0.01 | %(7) | | | (0.24 | )%(7) | | | 0.59 | %(7)(10) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(8)(10) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | %(10) | |
Portfolio Turnover Rate | | | 33 | %(9) | | | 57 | % | | | 113 | % | | | 35 | %(9) | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Not consolidated.
(3) Commencement of Operations.
(4) Per share amount is based on average shares outstanding.
(5) Amount is less than $0.005 per share.
(6) Calculated based on the net asset value as of the last business day of the period.
(7) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(8) Amount is less than 0.005%.
(9) Not annualized.
(10) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Global Permanence Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Global Permanence Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2022, the Subsidiary represented approximately $17,000 or approximately 0.44% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more
than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith
by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Aerospace & Defense | | $ | 72 | | | $ | — | | | $ | — | | | $ | 72 | | |
Banks | | | 197 | | | | — | | | | — | | | | 197 | | |
Beverages | | | — | | | | 59 | | | | — | | | | 59 | | |
Capital Markets | | | 150 | | | | — | | | | — | | | | 150 | | |
Chemicals | | | 19 | | | | 19 | | | | — | | | | 38 | | |
Commercial Services & Supplies | | | 62 | | | | 192 | | | | — | | | | 254 | | |
Distributors | | | 35 | | | | — | | | | — | | | | 35 | | |
Diversified Consumer Services | | | 43 | | | | — | | | | — | | | | 43 | | |
Entertainment | | | — | | | | 97 | | | | — | | | | 97 | | |
Food Products | | | 42 | | | | — | | | | — | | | | 42 | | |
Health Care Equipment & Supplies | | | 35 | | | | — | | | | — | | | | 35 | | |
Health Care Technology | | | 109 | | | | — | | | | — | | | | 109 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Hotels, Restaurants & Leisure | | $ | 42 | | | $ | — | | | $ | — | | | $ | 42 | | |
Household Durables | | | — | | | | 25 | | | | — | | | | 25 | | |
Insurance | | | 155 | | | | — | | | | — | | | | 155 | | |
Internet & Direct Marketing Retail | | | 193 | | | | — | | | | — | | | | 193 | | |
Life Sciences Tools & Services | | | 36 | | | | — | | | | — | | | | 36 | | |
Metals & Mining | | | 91 | | | | — | | | | — | | | | 91 | | |
Oil, Gas & Consumable Fuels | | | 77 | | | | — | | | | — | | | | 77 | | |
Personal Products | | | — | | | | 58 | | | | — | | | | 58 | | |
Pharmaceuticals | | | 237 | | | | — | | | | — | | | | 237 | | |
Real Estate Management & Development | | | 54 | | | | — | | | | — | | | | 54 | | |
Road & Rail | | | 191 | | | | — | | | | — | | | | 191 | | |
Semiconductors & Semiconductor Equipment | | | 226 | | | | — | | | | — | | | | 226 | | |
Software | | | 633 | | | | — | | | | — | | | | 633 | | |
Specialty Retail | | | 39 | | | | — | | | | — | | | | 39 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 395 | | | | — | | | | 395 | | |
Total Common Stocks | | | 2,738 | | | | 845 | | | | — | | | | 3,583 | | |
Call Options Purchased | | | — | | | | 1 | | | | — | | | | 1 | | |
Investment Companies | | | 18 | | | | 39 | | | | — | | | | 57 | | |
Short-Term Investment | |
Investment Company | | | 44 | | | | — | | | | — | | | | 44 | | |
Total Assets | | $ | 2,800 | | | $ | 885 | | | $ | — | | | $ | 3,685 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and
"foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 1 | (a) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (6 | )(b) | |
(b) Amounts are included in Realized Gain on Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | 3 | (c) | |
(c) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets(d) (000) | | Liabilities(d) (000) | |
Purchased Options | | $ | 1 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | 1 | | | $ | — | | | $ | — | | | $ | 1 | | |
JP Morgan Chase Bank NA | | | — | @ | | | — | | | | — | | | | — | @ | |
Total | | $ | 1 | | | $ | — | | | $ | — | | | $ | 1 | | |
@ Value is less than $500.
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 2,479,000 | | |
5. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
6. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
7. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
0.80% | | 0.75% | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.00% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.00% for Class I shares, 1.35% for Class A shares, 2.10% for Class C shares and 0.95% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $17,000 of advisory fees were waived and approximately $97,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $2,329,000 and $1,410,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 52 | | | $ | 1,900 | | | $ | 1,908 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 44 | | |
@ Amount is less than $500.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly,
no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the two-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 63 | | | $ | 496 | | | $ | 22 | | | $ | — | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Permanent differences, primarily due to net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$3 | | $(3) | |
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$— | | $80 | |
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2021, the Fund intends to defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$1 | | $1 | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 48.1%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital
assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-year period but below its peer group average for the period since the end of April 2019, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Fund's contractual management fee was higher than its peer group average, actual management fee was lower than its peer group average, and total expense ratio was higher than but close to its peer group average. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
29
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGPERMSAN
4877799 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Active International Allocation Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 7 | | |
Statement of Operations | | | 9 | | |
Statements of Changes in Net Assets | | | 10 | | |
Financial Highlights | | | 12 | | |
Notes to Financial Statements | | | 18 | | |
Investment Advisory Agreement Approval | | | 30 | | |
Liquidity Risk Management Program | | | 32 | | |
U.S. Customer Privacy Notice | | | 33 | | |
Director and Officer Information | | | 36 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Active International Allocation Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
Active International Allocation Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Active International Allocation Portfolio Class I | | $ | 1,000.00 | | | $ | 783.80 | | | $ | 1,020.38 | | | $ | 3.94 | | | $ | 4.46 | | | | 0.89 | % | |
Active International Allocation Portfolio Class A | | | 1,000.00 | | | | 782.60 | | | | 1,018.89 | | | | 5.26 | | | | 5.96 | | | | 1.19 | | |
Active International Allocation Portfolio Class L | | | 1,000.00 | | | | 780.80 | | | | 1,016.17 | | | | 7.68 | | | | 8.70 | | | | 1.74 | | |
Active International Allocation Portfolio Class C | | | 1,000.00 | | | | 779.30 | | | | 1,014.93 | | | | 8.78 | | | | 9.94 | | | | 1.99 | | |
Active International Allocation Portfolio Class R6(1) | | | 1,000.00 | | | | 783.90 | | | | 1,020.63 | | | | 3.72 | | | | 4.21 | | | | 0.84 | | |
Active International Allocation Portfolio Class IR | | | 1,000.00 | | | | 783.90 | | | | 1,020.63 | | | | 3.72 | | | | 4.21 | | | | 0.84 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
Active International Allocation Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.1%) | |
Brazil (2.1%) | |
Itau Unibanco Holding SA (Preference) ADR | | | 569,163 | | | $ | 2,436 | | |
Vale SA | | | 98,551 | | | | 1,442 | | |
| | | 3,878 | | |
Canada (7.1%) | |
Agnico Eagle Mines Ltd. (b) | | | 38,299 | | | | 1,753 | | |
Altus Group Ltd. (b) | | | 21,447 | | | | 743 | | |
Cameco Corp. | | | 80,731 | | | | 1,697 | | |
Canadian National Railway Co. | | | 25,292 | | | | 2,844 | | |
First Quantum Minerals Ltd. | | | 212,995 | | | | 4,041 | | |
Teck Resources Ltd., Class B | | | 58,583 | | | | 1,791 | | |
| | | 12,869 | | |
China (9.3%) | |
Alibaba Group Holding Ltd. ADR (a) | | | 93,702 | | | | 10,652 | | |
China Resources Beer Holdings Co. Ltd. (c) | | | 148,000 | | | | 1,106 | | |
JD.com, Inc., Class A (c) | | | 2,719 | | | | 88 | | |
Tencent Holdings Ltd. (c) | | | 56,600 | | | | 2,562 | | |
Tencent Holdings Ltd. ADR (b) | | | 56,984 | | | | 2,586 | | |
| | | 16,994 | | |
Denmark (2.0%) | |
Novo Nordisk AS Series B | | | 32,408 | | | | 3,594 | | |
France (8.7%) | |
Air Liquide SA | | | 8,315 | | | | 1,119 | | |
Airbus SE | | | 26,616 | | | | 2,603 | | |
Capgemini SE | | | 8,225 | | | | 1,418 | | |
Dassault Systemes SE | | | 24,056 | | | | 891 | | |
Euroapi SA (a) | | | 948 | | | | 15 | | |
Hermes International | | | 398 | | | | 448 | | |
Kering SA | | | 1,736 | | | | 900 | | |
L'Oreal SA | | | 3,251 | | | | 1,129 | | |
Legrand SA | | | 5,618 | | | | 417 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 1,928 | | | | 1,182 | | |
Pernod Ricard SA | | �� | 5,748 | | | | 1,063 | | |
Sanofi | | | 21,640 | | | | 2,182 | | |
Technip Energies NV | | | 89,348 | | | | 1,120 | | |
TotalEnergies SE | | | 26,502 | | | | 1,395 | | |
| | | 15,882 | | |
Germany (11.2%) | |
Allianz SE (Registered) | | | 12,665 | | | | 2,428 | | |
Bayer AG (Registered) | | | 135,200 | | | | 8,074 | | |
CTS Eventim AG & Co. KGaA (a) | | | 10,845 | | | | 572 | | |
Infineon Technologies AG | | | 45,493 | | | | 1,107 | | |
Jungheinrich AG (Preference) | | | 30,168 | | | | 662 | | |
KION Group AG | | | 39,800 | | | | 1,666 | | |
Linde PLC (a) | | | 12,198 | | | | 3,509 | | |
Siemens Healthineers AG | | | 46,295 | | | | 2,360 | | |
| | | 20,378 | | |
| | Shares | | Value (000) | |
India (3.2%) | |
Apollo Hospitals Enterprise Ltd. | | | 19,570 | | | $ | 916 | | |
HDFC Bank Ltd. ADR | | | 13,916 | | | | 765 | | |
ICICI Bank Ltd. | | | 112,650 | | | | 1,012 | | |
ICICI Prudential Life Insurance Co. Ltd. | | | 124,084 | | | | 771 | | |
Reliance Industries Ltd. | | | 41,627 | | | | 1,374 | | |
State Bank of India | | | 160,866 | | | | 954 | | |
| | | 5,792 | | |
Japan (8.4%) | |
FANUC Corp. | | | 4,450 | | | | 697 | | |
Hoya Corp. | | | 6,500 | | | | 556 | | |
Keyence Corp. | | | 5,600 | | | | 1,920 | | |
Nikon Corp. | | | 380,600 | | | | 4,389 | | |
Shimano, Inc. | | | 3,750 | | | | 632 | | |
Shiseido Co. Ltd. (b) | | | 8,700 | | | | 351 | | |
SMC Corp. | | | 1,905 | | | | 848 | | |
Sony Group Corp. | | | 30,893 | | | | 2,520 | | |
Sony Group Corp. ADR (b) | | | 22,419 | | | | 1,833 | | |
Tokyo Electron Ltd. | | | 3,400 | | | | 1,110 | | |
Unicharm Corp. | | | 11,300 | | | | 379 | | |
| | | 15,235 | | |
Korea, Republic of (2.4%) | |
Samsung Electronics Co. Ltd. | | | 100,658 | | | | 4,440 | | |
Malta (0.0%) (d) | |
BGP Holdings PLC (a)(e) | | | 72,261 | | | | — | @ | |
Netherlands (6.1%) | |
Akzo Nobel NV | | | 11,519 | | | | 753 | | |
ASML Holding NV | | | 4,316 | | | | 2,039 | | |
Koninklijke Philips NV | | | 114,445 | | | | 2,454 | | |
Prosus NV | | | 51,530 | | | | 3,337 | | |
Universal Music Group NV | | | 78,094 | | | | 1,565 | | |
Wolters Kluwer NV | | | 9,572 | | | | 928 | | |
| | | 11,076 | | |
Norway (0.7%) | |
Adevinta ASA (a) | | | 163,436 | | | | 1,203 | | |
Singapore (2.8%) | |
Sea Ltd. ADR (a) | | | 75,209 | | | | 5,029 | | |
South Africa (0.7%) | |
Impala Platinum Holdings Ltd. | | | 61,264 | | | | 680 | | |
Sibanye Stillwater Ltd. | | | 218,096 | | | | 541 | | |
Thungela Resources Ltd. (b) | | | 7,754 | | | | 110 | | |
| | | 1,331 | | |
Spain (0.6%) | |
Amadeus IT Group SA (a) | | | 20,260 | | | | 1,135 | | |
Sweden (0.1%) | |
Atlas Copco AB, Class A | | | 24,584 | | | | 230 | | |
Switzerland (1.8%) | |
Givaudan SA (Registered) | | | 210 | | | | 740 | | |
Nestle SA (Registered) | | | 22,368 | | | | 2,614 | | |
| | | 3,354 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments (cont'd)
Active International Allocation Portfolio
| | Shares | | Value (000) | |
Taiwan (3.3%) | |
Airtac International Group | | | 28,000 | | | $ | 935 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 204,000 | | | | 3,269 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | 22,387 | | | | 1,830 | | |
| | | 6,034 | | |
United Kingdom (16.3%) | |
Anglo American PLC | | | 33,334 | | | | 1,192 | | |
AstraZeneca PLC | | | 35,619 | | | | 4,699 | | |
Diageo PLC | | | 64,376 | | | | 2,780 | | |
Experian PLC | | | 81,779 | | | | 2,401 | | |
Glencore PLC | | | 1,395,394 | | | | 7,558 | | |
Keywords Studios PLC | | | 25,784 | | | | 689 | | |
Sage Group PLC | | | 62,088 | | | | 481 | | |
Shell PLC | | | 183,198 | | | | 4,771 | | |
Unilever PLC | | | 38,608 | | | | 1,754 | | |
Unilever PLC ADR | | | 10,907 | | | | 500 | | |
Unilever PLC CVA | | | 60,799 | | | | 2,771 | | |
| | | 29,596 | | |
United States (11.3%) | |
Air Products & Chemicals, Inc. | | | 4,002 | | | | 962 | | |
Charles River Laboratories International, Inc. (a) | | | 3,720 | | | | 796 | | |
Despegar.com Corp. (a) | | | 511,302 | | | | 4,142 | | |
Estee Lauder Cos., Inc. Class A | | | 4,378 | | | | 1,115 | | |
Farfetch Ltd., Class A (a) | | | 232,446 | | | | 1,664 | | |
Koninklijke Philips NV | | | 11,695 | | | | 252 | | |
Medtronic PLC | | | 23,914 | | | | 2,146 | | |
MercadoLibre, Inc. (a) | | | 2,062 | | | | 1,313 | | |
Newmont Corp. (NYSE) | | | 24,664 | | | | 1,468 | | |
Newmont Corp. (TSX) | | | 38,526 | | | | 2,299 | | |
Schlumberger NV | | | 61,314 | | | | 2,193 | | |
Vertex Pharmaceuticals, Inc. (a) | | | 8,022 | | | | 2,260 | | |
| | | 20,610 | | |
Total Common Stocks (Cost $161,516) | | | 178,660 | | |
Preferred Stock (0.6%) | |
United States (0.6%) | |
Neurogenesis Ltd. Series A (acquisition cost — $1,250; acquired 12/16/21) (e) (Cost $1,250) | | | 30,697 | | | | 1,174 | | |
Investment Company (0.4%) | |
United States (0.4%) | |
Morgan Stanley China A Share Fund, Inc. (See Note G) (Cost $1,067) | | | 46,002 | | | | 779 | | |
Short-Term Investments (2.2%) | |
Securities held as Collateral on Loaned Securities (1.5%) | |
Investment Company (1.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 2,182,932 | | | | 2,183 | | |
| | Face Amount (000) | | Value (000) | |
Repurchase Agreements (0.3%) | |
HSBC Securities USA, Inc., (1.50%, dated 6/30/22, due 7/1/22; proceeds $171; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 2/15/23 - 5/15/32; valued at $174) | | $ | 171 | | | $ | 171 | | |
Merrill Lynch & Co., Inc., (1.46%, dated 6/30/22, due 7/1/22; proceeds $330; fully collateralized by a U.S. Government obligation; 1.63% due 5/15/31; valued at $337) | | | 330 | | | | 330 | | |
| | | 501 | | |
Total Securities held as Collateral on Loaned Securities (Cost $2,684) | | | 2,684 | | |
| | Shares | | | |
Investment Company (0.7%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $1,188) | | | 1,188,291 | | | | 1,188 | | |
Total Short-Term Investments (Cost $3,872) | | | 3,872 | | |
Total Investments Excluding Purchased Options (101.3%) (Cost $167,705) | | | 184,485 | | |
Total Purchased Options Outstanding (0.1%) (Cost $1,209) | | | 52 | | |
Total Investments (101.4%) (Cost $168,914) Including $5,181 of Securities Loaned (f)(g)(h) | | | 184,537 | | |
Liabilities in Excess of Other Assets (–1.4%) | | | (2,479 | ) | |
Net Assets (100.0%) | | $ | 182,058 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2022.
(c) Security trades on the Hong Kong exchange.
(d) Amount is less than 0.05%.
(e) At June 30, 2022, the Fund held a fair valued security at approximately $1,174,000, representing 0.6% of net assets. This security has been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(f) Securities are available for collateral in connection with open foreign currency forward exchange contracts and purchased options.
(g) The approximate fair value and percentage of net assets, $118,093,000 and 64.9%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.
(h) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for the book purposes. The aggregate gross unrealized appreciation is approximately $38,039,000 and the aggregate gross unrealized depreciation is approximately $22,403,000, resulting in net unrealized appreciation of approximately $15,636,000.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments (cont'd)
Active International Allocation Portfolio
@ Value is less than $500.
ADR American Depositary Receipt.
CVA Certificaten Van Aandelen.
NYSE New York Stock Exchange.
TSX Toronto Stock Exchange.
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2022:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
Goldman Sachs International | | | USD/CNH | | | CNH | 50 | | | Aug-22 | | | 780,000 | | | | 780 | | | $ | 52 | | | $ | 1,209 | | | $ | (1,157 | ) | |
Foreign Currency Forward Exchange Contracts:
The Fund had the following foreign currency forward exchange contracts open at June 30, 2022:
Counterparty | | Contracts to Deliver (000) | | In Exchange For (000) | | Delivery Date | | Unrealized Appreciation (Depreciation) (000) | |
Citibank NA | | EUR | 1,593 | | | $ | 1,673 | | | 9/15/22 | | $ | (5 | ) | |
State Street Bank and Trust Co. | | $ | 2,279 | | | GBP | 1,894 | | | 9/15/22 | | | 29 | | |
State Street Bank and Trust Co. | | $ | 1,585 | | | JPY | 212,626 | | | 9/15/22 | | | (11 | ) | |
| | | | | | | | $ | 13 | | |
CNH — Chinese Yuan Renminbi Offshore
EUR — Euro
GBP — British Pound
JPY — Japanese Yen
USD — United States Dollar
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Others** | | | 57.6 | % | |
Metals & Mining | | | 12.5 | | |
Pharmaceuticals | | | 10.2 | | |
Internet & Direct Marketing Retail | | | 9.4 | | |
Semiconductors & Semiconductor Equipment | | | 5.2 | | |
Oil, Gas & Consumable Fuels | | | 5.1 | | |
Total Investments | | | 100.0 | %*** | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2022.
** Industries and/or investment types representing less than 5% of total investments.
*** Does not include open foreign currency forward exchange contracts with net unrealized appreciation of approximately $13,000.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Active International Allocation Portfolio
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $164,476) | | $ | 180,387 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $4,438) | | | 4,150 | | |
Total Investments in Securities, at Value (Cost $168,914) | | | 184,537 | | |
Foreign Currency, at Value (Cost $240) | | | 218 | | |
Cash | | | 13 | | |
Cash from Securities Lending | | | 145 | | |
Tax Reclaim Receivable | | | 313 | | |
Dividends Receivable | | | 132 | | |
Receivable for Fund Shares Sold | | | 53 | | |
Unrealized Appreciation on Foreign Currency Forward Exchange Contracts | | | 29 | | |
Receivable from Securities Lending Income | | | 2 | | |
Due from Broker | | | 27 | | |
Receivable from Affiliate | | | 1 | | |
Other Assets | | | 111 | | |
Total Assets | | | 185,581 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 2,829 | | |
Payable for Advisory Fees | | | 265 | | |
Deferred Capital Gain Country Tax | | | 169 | | |
Due to Broker | | | 110 | | |
Payable for Sub Transfer Agency Fees | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class I | | | 20 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 11 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Unrealized Depreciation on Foreign Currency Forward Exchange Contracts | | | 16 | | |
Payable for Shareholder Services Fees — Class A | | | 12 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 3 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Custodian Fees | | | 15 | | |
Payable for Fund Shares Redeemed | | | 13 | | |
Payable for Administration Fees | | | 12 | | |
Payable for Professional Fees | | | 11 | | |
Payable for Transfer Agency Fees | | | — | @ | |
Payable for Transfer Agency Fees — Class I | | | 2 | | |
Payable for Transfer Agency Fees — Class A | | | 2 | | |
Payable for Transfer Agency Fees — Class L | | | 1 | | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Other Liabilities | | | 30 | | |
Total Liabilities | | | 3,523 | | |
Net Assets | | $ | 182,058 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 159,281 | | |
Total Distributable Earnings | | | 22,777 | | |
Net Assets | | $ | 182,058 | | |
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Active International Allocation Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 123,210 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 8,780,365 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.03 | | |
CLASS A: | |
Net Assets | | $ | 54,116 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,775,771 | | |
Net Asset Value, Redemption Price Per Share | | $ | 14.33 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.79 | | |
Maximum Offering Price Per Share | | $ | 15.12 | | |
CLASS L: | |
Net Assets | | $ | 4,080 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 287,854 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.18 | | |
CLASS C: | |
Net Assets | | $ | 556 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 39,422 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.09 | | |
CLASS R6:* | |
Net Assets | | $ | 85 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 6,048 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.04 | | |
CLASS IR: | |
Net Assets | | $ | 11 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 800 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.04 | | |
(1) Including: Securities on Loan, at Value: | | $ | 5,181 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Active International Allocation Portfolio
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $236 of Foreign Taxes Withheld) | | $ | 2,444 | | |
Income from Securities Loaned — Net | | | 10 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 1 | | |
Total Investment Income | | | 2,455 | | |
Expenses: | |
Advisory Fees (Note B) | | | 687 | | |
Shareholder Services Fees — Class A (Note D) | | | 79 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 18 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 3 | | |
Administration Fees (Note C) | | | 85 | | |
Sub Transfer Agency Fees — Class I | | | 55 | | |
Sub Transfer Agency Fees — Class A | | | 26 | | |
Sub Transfer Agency Fees — Class L | | | 2 | | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Professional Fees | | | 75 | | |
Registration Fees | | | 45 | | |
Custodian Fees (Note F) | | | 25 | | |
Shareholder Reporting Fees | | | 21 | | |
Transfer Agency Fees — Class I (Note E) | | | 5 | | |
Transfer Agency Fees — Class A (Note E) | | | 5 | | |
Transfer Agency Fees — Class L (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Pricing Fees | | | 4 | | |
Directors' Fees and Expenses | | | 3 | | |
Interest Expenses | | | 1 | | |
Other Expenses | | | 11 | | |
Total Expenses | | | 1,155 | | |
Waiver of Advisory Fees (Note B) | | | (57 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (24 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (7 | ) | |
Net Expenses | | | 1,064 | | |
Net Investment Income | | | 1,391 | | |
Realized Gain (Loss): | |
Investments Sold | | | 7,301 | | |
Foreign Currency Forward Exchange Contracts | | | (378 | ) | |
Foreign Currency Translation | | | (62 | ) | |
Futures Contracts | | | 675 | | |
Net Realized Gain | | | 7,536 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $58) | | | (59,623 | ) | |
Investments in Affiliates | | | (160 | ) | |
Foreign Currency Forward Exchange Contracts | | | (3 | ) | |
Foreign Currency Translation | | | (46 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (59,832 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (52,296 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (50,905 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Active International Allocation Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 1,391 | | | $ | 1,791 | | |
Net Realized Gain | | | 7,536 | | | | 18,612 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (59,832 | ) | | | (15,214 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (50,905 | ) | | | 5,189 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (11,586 | ) | |
Class A | | | — | | | | (5,407 | ) | |
Class L | | | — | | | | (381 | ) | |
Class C | | | — | | | | (50 | ) | |
Class R6* | | | — | | | | (2 | ) | |
Class IR | | | — | | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (17,427 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 42,406 | | | | 96,854 | | |
Distributions Reinvested | | | — | | | | 11,451 | | |
Redeemed | | | (38,898 | ) | | | (92,525 | ) | |
Class A: | |
Subscribed | | | 5,250 | | | | 22,358 | | |
Distributions Reinvested | | | — | | | | 5,349 | | |
Redeemed | | | (7,372 | ) | | | (21,357 | ) | |
Class L: | |
Exchanged | | | 28 | | | | 62 | | |
Distributions Reinvested | | | — | | | | 373 | | |
Redeemed | | | (238 | ) | | | (386 | ) | |
Class C: | |
Subscribed | | | 114 | | | | 789 | | |
Distributions Reinvested | | | — | | | | 50 | | |
Redeemed | | | (214 | ) | | | (94 | ) | |
Class R6:* | |
Subscribed | | | 70 | | | | 23 | | |
Distributions Reinvested | | | — | | | | 2 | | |
Redeemed | | | (3 | ) | | | (4 | ) | |
Class IR: | |
Distributions Reinvested | | | — | | | | 1 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 1,143 | | | | 22,946 | | |
Total Increase (Decrease) in Net Assets | | | (49,762 | ) | | | 10,708 | | |
Net Assets: | |
Beginning of Period | | | 231,820 | | | | 221,112 | | |
End of Period | | $ | 182,058 | | | $ | 231,820 | | |
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Active International Allocation Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 2,626 | | | | 4,920 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 661 | | |
Shares Redeemed | | | (2,436 | ) | | | (4,666 | ) | |
Net Increase in Class I Shares Outstanding | | | 190 | | | | 915 | | |
Class A: | |
Shares Subscribed | | | 309 | | | | 1,104 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 302 | | |
Shares Redeemed | | | (446 | ) | | | (1,051 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (137 | ) | | | 355 | | |
Class L: | |
Shares Exchanged | | | 1 | | | | 3 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 21 | | |
Shares Redeemed | | | (15 | ) | | | (19 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | (14 | ) | | | 5 | | |
Class C: | |
Shares Subscribed | | | 7 | | | | 40 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3 | | |
Shares Redeemed | | | (13 | ) | | | (5 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (6 | ) | | | 38 | | |
Class R6:* | |
Shares Subscribed | | | 4 | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (— | @@) | | | (— | @@) | |
Net Increase in Class R6 Shares Outstanding | | | 4 | | | | 1 | | |
Class IR: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Active International Allocation Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 17.91 | | | $ | 19.03 | | | $ | 14.59 | | | $ | 12.07 | | | $ | 14.46 | | | $ | 11.83 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.11 | | | | 0.17 | | | | 0.04 | | | | 0.16 | | | | 0.23 | | | | 0.19 | | |
Net Realized and Unrealized Gain (Loss) | | | (3.99 | ) | | | 0.24 | | | | 4.41 | | | | 2.54 | | | | (2.41 | ) | | | 2.74 | | |
Total from Investment Operations | | | (3.88 | ) | | | 0.41 | | | | 4.45 | | | | 2.70 | | | | (2.18 | ) | | | 2.93 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.23 | ) | | | (0.01 | ) | | | (0.18 | ) | | | (0.21 | ) | | | (0.30 | ) | |
Net Realized Gain | | | — | | | | (1.30 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (1.53 | ) | | | (0.01 | ) | | | (0.18 | ) | | | (0.21 | ) | | | (0.30 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 14.03 | | | $ | 17.91 | | | $ | 19.03 | | | $ | 14.59 | | | $ | 12.07 | | | $ | 14.46 | | |
Total Return(3) | | | (21.62 | )%(5) | | | 2.33 | % | | | 30.48 | % | | | 22.41 | % | | | (15.14 | )% | | | 24.76 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 123,210 | | | $ | 153,810 | | | $ | 146,087 | | | $ | 126,860 | | | $ | 119,925 | | | $ | 155,550 | | |
Ratio of Expenses Before Expense Limitation | | | 0.99 | %(6) | | | 0.95 | % | | | 1.02 | % | | | 0.97 | % | | | 0.97 | % | | | 1.14 | % | |
Ratio of Expenses After Expense Limitation | | | 0.89 | %(4)(6) | | | 0.89 | %(4) | | | 0.89 | %(4) | | | 0.89 | %(4) | | | 0.88 | %(4) | | | 0.88 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.89 | %(4)(6) | | | 0.89 | %(4) | | | 0.89 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 1.43 | %(4)(6) | | | 0.87 | %(4) | | | 0.24 | %(4) | | | 1.22 | %(4) | | | 1.67 | %(4) | | | 1.44 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 15 | %(5) | | | 39 | % | | | 37 | % | | | 34 | % | | | 43 | % | | | 22 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Not annualized.
(6) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Active International Allocation Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 18.32 | | | $ | 19.43 | | | $ | 14.94 | | | $ | 12.36 | | | $ | 14.79 | | | $ | 12.10 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.09 | | | | 0.11 | | | | (0.01 | ) | | | 0.11 | | | | 0.19 | | | | 0.14 | | |
Net Realized and Unrealized Gain (Loss) | | | (4.08 | ) | | | 0.25 | | | | 4.51 | | | | 2.61 | | | | (2.46 | ) | | | 2.80 | | |
Total from Investment Operations | | | (3.99 | ) | | | 0.36 | | | | 4.50 | | | | 2.72 | | | | (2.27 | ) | | | 2.94 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.17 | ) | | | (0.01 | ) | | | (0.14 | ) | | | (0.16 | ) | | | (0.25 | ) | |
Net Realized Gain | | | — | | | | (1.30 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (1.47 | ) | | | (0.01 | ) | | | (0.14 | ) | | | (0.16 | ) | | | (0.25 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 14.33 | | | $ | 18.32 | | | $ | 19.43 | | | $ | 14.94 | | | $ | 12.36 | | | $ | 14.79 | | |
Total Return(3) | | | (21.74 | )%(5) | | | 2.03 | % | | | 30.10 | % | | | 22.00 | % | | | (15.38 | )% | | | 24.29 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 54,116 | | | $ | 71,668 | | | $ | 69,135 | | | $ | 58,339 | | | $ | 50,726 | | | $ | 65,710 | | |
Ratio of Expenses Before Expense Limitation | | | 1.25 | %(6) | | | 1.22 | % | | | 1.31 | % | | | 1.25 | % | | | 1.26 | % | | | 1.48 | % | |
Ratio of Expenses After Expense Limitation | | | 1.19 | %(4)(6) | | | 1.18 | %(4) | | | 1.19 | %(4) | | | 1.22 | %(4) | | | 1.19 | %(4) | | | 1.23 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.19 | %(4)(6) | | | 1.18 | %(4) | | | 1.19 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 1.12 | %(4)(6) | | | 0.55 | %(4) | | | (0.06 | )%(4) | | | 0.82 | %(4) | | | 1.37 | %(4) | | | 1.02 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 15 | %(5) | | | 39 | % | | | 37 | % | | | 34 | % | | | 43 | % | | | 22 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Not annualized.
(6) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Active International Allocation Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 18.16 | | | $ | 19.27 | | | $ | 14.90 | | | $ | 12.32 | | | $ | 14.73 | | | $ | 12.04 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.05 | | | | 0.00 | (2) | | | (0.09 | ) | | | 0.05 | | | | 0.13 | | | | 0.07 | | |
Net Realized and Unrealized Gain (Loss) | | | (4.03 | ) | | | 0.24 | | | | 4.47 | | | | 2.59 | | | | (2.46 | ) | | | 2.79 | | |
Total from Investment Operations | | | (3.98 | ) | | | 0.24 | | | | 4.38 | | | | 2.64 | | | | (2.33 | ) | | | 2.86 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.05 | ) | | | (0.01 | ) | | | (0.06 | ) | | | (0.08 | ) | | | (0.17 | ) | |
Net Realized Gain | | | — | | | | (1.30 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (1.35 | ) | | | (0.01 | ) | | | (0.06 | ) | | | (0.08 | ) | | | (0.17 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 14.18 | | | $ | 18.16 | | | $ | 19.27 | | | $ | 14.90 | | | $ | 12.32 | | | $ | 14.73 | | |
Total Return(3) | | | (21.92 | )%(5) | | | 1.48 | % | | | 29.38 | % | | | 21.43 | % | | | (15.87 | )% | | | 23.80 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,080 | | | $ | 5,475 | | | $ | 5,718 | | | $ | 4,644 | | | $ | 4,375 | | | $ | 6,463 | | |
Ratio of Expenses Before Expense Limitation | | | 1.80 | %(6) | | | 1.76 | % | | | 1.86 | % | | | 1.81 | % | | | 1.76 | % | | | 2.07 | % | |
Ratio of Expenses After Expense Limitation | | | 1.74 | %(4)(6) | | | 1.74 | %(4) | | | 1.74 | %(4) | | | 1.74 | %(4) | | | 1.69 | %(4) | | | 1.73 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.74 | %(4)(6) | | | 1.74 | %(4) | | | 1.74 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.57 | %(4)(6) | | | 0.02 | %(4) | | | (0.61 | )%(4) | | | 0.35 | %(4) | | | 0.92 | %(4) | | | 0.54 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 15 | %(5) | | | 39 | % | | | 37 | % | | | 34 | % | | | 43 | % | | | 22 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Not annualized.
(6) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Active International Allocation Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 18.08 | | | $ | 19.22 | | | $ | 14.89 | | | $ | 12.34 | | | $ | 14.77 | | | $ | 12.15 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.02 | | | | (0.02 | ) | | | (0.12 | ) | | | 0.00 | (2) | | | 0.09 | | | | (0.00 | )(2) | |
Net Realized and Unrealized Gain (Loss) | | | (4.01 | ) | | | 0.21 | | | | 4.46 | | | | 2.59 | | | | (2.45 | ) | | | 2.83 | | |
Total from Investment Operations | | | (3.99 | ) | | | 0.19 | | | | 4.34 | | | | 2.59 | | | | (2.36 | ) | | | 2.83 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.03 | ) | | | (0.01 | ) | | | (0.04 | ) | | | (0.07 | ) | | | (0.21 | ) | |
Net Realized Gain | | | — | | | | (1.30 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (1.33 | ) | | | (0.01 | ) | | | (0.04 | ) | | | (0.07 | ) | | | (0.21 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 14.09 | | | $ | 18.08 | | | $ | 19.22 | | | $ | 14.89 | | | $ | 12.34 | | | $ | 14.77 | | |
Total Return(3) | | | (22.07 | )%(5) | | | 1.23 | % | | | 29.13 | % | | | 21.03 | % | | | (16.04 | )% | | | 23.42 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 556 | | | $ | 821 | | | $ | 144 | | | $ | 45 | | | $ | 42 | | | $ | 23 | | |
Ratio of Expenses Before Expense Limitation | | | 2.35 | %(6) | | | 2.36 | % | | | 5.66 | % | | | 7.49 | % | | | 7.18 | % | | | 20.06 | % | |
Ratio of Expenses After Expense Limitation | | | 1.99 | %(4)(6) | | | 1.99 | %(4) | | | 1.99 | %(4) | | | 1.99 | %(4) | | | 1.98 | %(4) | | | 1.97 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.00 | %(4)(6) | | | 1.99 | %(4) | | | 1.99 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.26 | %(4)(6) | | | (0.09 | )%(4) | | | (0.81 | )%(4) | | | 0.03 | %(4) | | | 0.67 | %(4) | | | (0.03 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | | | 0.03 | % | |
Portfolio Turnover Rate | | | 15 | %(5) | | | 39 | % | | | 37 | % | | | 34 | % | | | 43 | % | | | 22 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Not annualized.
(6) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Active International Allocation Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from October 31, 2019(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 17.91 | | | $ | 19.04 | | | $ | 14.59 | | | $ | 13.79 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(3) | | | 0.14 | | | | 0.18 | | | | 0.04 | | | | 0.00 | (4) | |
Net Realized and Unrealized Gain (Loss) | | | (4.01 | ) | | | 0.23 | | | | 4.42 | | | | 0.98 | | |
Total from Investment Operations | | | (3.87 | ) | | | 0.41 | | | | 4.46 | | | | 0.98 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.24 | ) | | | (0.01 | ) | | | (0.18 | ) | |
Net Realized Gain | | | — | | | | (1.30 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (1.54 | ) | | | (0.01 | ) | | | (0.18 | ) | |
Net Asset Value, End of Period | | $ | 14.04 | | | $ | 17.91 | | | $ | 19.04 | | | $ | 14.59 | | |
Total Return(5) | | | (21.61 | )%(7) | | | 2.39 | % | | | 30.55 | % | | | 7.15 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 85 | | | $ | 32 | | | $ | 14 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 3.93 | %(8) | | | 10.73 | % | | | 21.16 | % | | | 14.33 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.84 | %(6)(8) | | | 0.84 | %(6) | | | 0.84 | %(6) | | | 0.84 | %(6)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.84 | %(6)(8) | | | 0.84 | %(6) | | | 0.84 | %(6) | | | N/A | | |
Ratio of Net Investment Income | | | 1.83 | %(6)(8) | | | 0.89 | %(6) | | | 0.28 | %(6) | | | 0.18 | %(6)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 15 | %(7) | | | 39 | % | | | 37 | % | | | 34 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Commencement of Offering.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Active International Allocation Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from October 31, 2019(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 17.91 | | | $ | 19.04 | | | $ | 14.59 | | | $ | 13.79 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.12 | | | | 0.18 | | | | 0.04 | | | | 0.00 | (3) | |
Net Realized and Unrealized Gain (Loss) | | | (3.99 | ) | | | 0.23 | | | | 4.42 | | | | 0.98 | | |
Total from Investment Operations | | | (3.87 | ) | | | 0.41 | | | | 4.46 | | | | 0.98 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.24 | ) | | | (0.01 | ) | | | (0.18 | ) | |
Net Realized Gain | | | — | | | | (1.30 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (1.54 | ) | | | (0.01 | ) | | | (0.18 | ) | |
Net Asset Value, End of Period | | $ | 14.04 | | | $ | 17.91 | | | $ | 19.04 | | | $ | 14.59 | | |
Total Return(4) | | | (21.61 | )%(6) | | | 2.39 | % | | | 30.55 | % | | | 7.15 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 11 | | | $ | 14 | | | $ | 14 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 18.81 | %(7) | | | 14.38 | % | | | 20.70 | % | | | 14.33 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.84 | %(5)(7) | | | 0.84 | %(5) | | | 0.84 | %(5) | | | 0.84 | %(5)(7) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.84 | %(5)(7) | | | 0.84 | %(5) | | | 0.84 | %(5) | | | N/A | | |
Ratio of Net Investment Income | | | 1.48 | %(5)(7) | | | 0.92 | %(5) | | | 0.29 | %(5) | | | 0.18 | %(5)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 15 | %(6) | | | 39 | % | | | 37 | % | | | 34 | % | |
(1) Commencement of Offering.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Active International Allocation Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter
("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) futures are valued at the settlement price on the exchange on which they trade or, if a settlement price is
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
unavailable, at the last sale price on the exchange; (6) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (7) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (8) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement"
("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Aerospace & Defense | | $ | — | | | $ | 2,603 | | | $ | — | | | $ | 2,603 | | |
Banks | | | 3,201 | | | | 1,966 | | | | — | | | | 5,167 | | |
Beverages | | | — | | | | 4,949 | | | | — | | | | 4,949 | | |
Biotechnology | | | 2,260 | | | | — | | | | — | | | | 2,260 | | |
Chemicals | | | 962 | | | | 6,121 | | | | — | | | | 7,083 | | |
Electrical Equipment | | | — | | | | 417 | | | | — | | | | 417 | | |
Electronic Equipment, Instruments & Components | | | — | | | | 1,920 | | | | — | | | | 1,920 | | |
Energy Equipment & Services | | | 2,193 | | | | 1,120 | | | | — | | | | 3,313 | | |
Entertainment | | | 5,029 | | | | 2,137 | | | | — | | | | 7,166 | | |
Food Products | | | — | | | | 2,614 | | | | — | | | | 2,614 | | |
Health Care Equipment & Supplies | | | 2,398 | | | | 5,370 | | | | — | | | | 7,768 | | |
Health Care Providers & Services | | | — | | | | 916 | | | | — | | | | 916 | | |
Hotels, Restaurants & Leisure | | | 4,142 | | | | — | | | | — | | | | 4,142 | | |
Household Durables | | | 1,833 | | | | 6,909 | | | | — | | | | 8,742 | | |
Household Products | | | — | | | | 379 | | | | — | | | | 379 | | |
Information Technology Services | | | — | | | | 3,242 | | | | — | | | | 3,242 | | |
Insurance | | | — | | | | 3,199 | | | | — | | | | 3,199 | | |
Interactive Media & Services | | | 2,586 | | | | 3,765 | | | | — | | | | 6,351 | | |
Internet & Direct Marketing Retail | | | 13,629 | | | | 3,425 | | | | — | | | | 17,054 | | |
Leisure Products | | | — | | | | 632 | | | | — | | | | 632 | | |
Life Sciences Tools & Services | | | 796 | | | | — | | | | — | | | | 796 | | |
Machinery | | | — | | | | 5,038 | | | | — | | | | 5,038 | | |
Metals & Mining | | | 12,794 | | | | 9,971 | | | | — | | | | 22,765 | | |
Oil, Gas & Consumable Fuels | | | 1,697 | | | | 7,650 | | | | — | | | | 9,347 | | |
Personal Products | | | 1,615 | | | | 6,005 | | | | — | | | | 7,620 | | |
Pharmaceuticals | | | 15 | | | | 18,549 | | | | — | | | | 18,564 | | |
Professional Services | | | — | | | | 3,329 | | | | — | | | | 3,329 | | |
Real Estate Management & Development | | | 743 | | | | — | | | | — | @ | | | 743 | | |
Road & Rail | | | 2,844 | | | | — | | | | — | | | | 2,844 | | |
Semiconductors & Semiconductor Equipment | | | 1,830 | | | | 7,525 | | | | — | | | | 9,355 | | |
Software | | | — | | | | 1,372 | | | | — | | | | 1,372 | | |
Tech Hardware, Storage & Peripherals | | | — | | | | 4,440 | | | | — | | | | 4,440 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 2,530 | | | | — | | | | 2,530 | | |
Total Common Stocks | | | 60,567 | | | | 118,093 | | | | — | @ | | | 178,660 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Preferred Stock | |
Biotechnology | | $ | — | | | $ | — | | | $ | 1,174 | | | $ | 1,174 | | |
Investment Company | | | 779 | | | | — | | | | — | | | | 779 | | |
Call Options Purchased | | | — | | | | 52 | | | | — | | | | 52 | | |
Short-Term Investments | |
Investment Company | | | 3,371 | | | | — | | | | — | | | | 3,371 | | |
Repurchase Agreements | | | — | | | | 501 | | | | — | | | | 501 | | |
Total Short-Term Investments | | | 3,371 | | | | 501 | | | | — | | | | 3,872 | | |
Foreign Currency Forward Exchange Contract | | | — | | | | 29 | | | | — | | | | 29 | | |
Total Assets | | | 64,717 | | | | 118,675 | | | | 1,174 | | | | 184,566 | | |
Liabilities: | |
Foreign Currency Forward Exchange Contracts | | | — | | | | (16 | ) | | | — | | | | (16 | ) | |
Total | | $ | 64,717 | | | $ | 118,659 | | | $ | 1,174 | | | $ | 184,550 | | |
@ Value is less than $500.
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Common Stock (000) | | Preferred Stock (000) | |
Beginning Balance | | $ | — | @ | | $ | 1,250 | | |
Purchases | | | — | | | | — | | |
Sales | | | — | | | | — | | |
Amortization of discount | | | — | | | | — | | |
Transfers in | | | — | | | | — | | |
Transfers out | | | — | | | | — | | |
Corporate actions | | | — | | | | — | | |
Change in unrealized appreciation (depreciation) | | | — | @ | | | (76 | ) | |
Realized gains (losses) | | | — | | | | — | | |
Ending Balance | | $ | — | @ | | $ | 1,174 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022 | | $ | — | @ | | $ | (76 | ) | |
@ Value is less than $500.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2022:
| | Fair Value at June 30, 2022 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
Common Stock
| | $ | —
| @ | | Market Transaction Method | | Transaction Valuation | | $ | 0.003 | | | | Increase | | |
Preferred Stock
| | $ | 1,174
| | | Market Transaction Method | | Precedent Transaction | | $ | 38.24 | | | | Increase | | |
@ Amount is less than $500.
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Statement of Assets and Liabilities. Premium paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. The Fund
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
may write call and put options on stock indexes, futures, securities or currencies it owns or in which it may invest. Writing put options tend to increase the Fund's exposure to the underlying instrument. Writing call options tend to decrease the Fund's exposure to the underlying instruments. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability. Any liability recorded is subsequently adjusted to reflect the current value of the options written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the net realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
Futures: A futures contract is a standardized, exchange-traded agreement to buy or sell a specific quantity of an underlying asset, reference rate or index at a specific price at a specific future time. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date. During the period the futures contract is open, payments are received from or made to the broker based upon changes in the value of the contract (the variation margin). A decision as to whether, when and how to use futures contracts involves the exercise of skill and judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events.
In addition to the derivatives risks discussed above, the prices of futures contracts can be highly volatile, using futures contracts can lower total return and the potential loss from futures contracts can exceed the Fund's initial investment in such contracts. No assurance can be given that a liquid market will exist for any particular futures contract at any particular time. There is also the risk of loss by the Fund of margin deposits in the event of bankruptcy of a broker with which the Fund has open positions in the futures contract.
As of June 30, 2022, the Fund did not have any open futures contracts.
Foreign Currency Forward Exchange Contracts: In connection with its investments in foreign securities, the Fund also entered into contracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date. A foreign currency forward exchange contract ("currency contract") is a negotiated agreement between the contracting parties to exchange a specified amount of currency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. Currency contracts may be used to protect against uncertainty in the level of future foreign currency exchange rates or to gain or modify exposure to a particular currency. To the extent hedged by the use of currency contracts, the precise matching of the currency contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date on which the contract is entered into and the date it matures. Furthermore, such transactions may reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There is additional risk to the extent that currency contracts create exposure to currencies in which the Fund's securities are not denominated. Unanticipated changes in currency prices may result in poorer overall performance for the Fund than if it had not entered into such contracts. The use of currency contracts involves the risk of loss from the insolvency or bankruptcy of the counterparty to the contract or the failure of the counterparty to make payments or otherwise comply with the terms of the contract. A currency contract is marked-to-market daily and the change in market value is recorded by the Fund as unrealized gain or loss. The Fund records
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
realized gains (losses) when the currency contract is closed equal to the difference between the value of the currency contract at the time it was opened and the value at the time it was closed.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following tables set forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Foreign Currency Forward Exchange Contract | | Unrealized Appreciation on Foreign Currency Forward Exchange Contract | |
Currency Risk | | $ | 29 | | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | | 52 | (a) | |
Total | | | | | | $ | 81 | | |
| | Liability Derivatives Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Foreign Currency Forward Exchange Contracts | | Unrealized Depreciation on Foreign Currency Forward Exchange Contracts | |
Currency Risk | | $ | (16 | ) | |
(a) Amounts are included in Investments in Securities in the Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Foreign Currency Forward Exchange Contracts | | $ | (378 | ) | |
Equity Risk | | Futures Contracts | | | 675 | | |
| | Total | | $ | 297 | | |
Change in Unrealized Depreciation | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Foreign Currency Forward Exchange Contracts | | $ | (3 | ) | |
Currency Risk | | Investments (Purchased Options) | | | (1,157 | )(b) | |
| | Total | | $ | (1,160 | ) | |
(b) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Statement of Operations.
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Statement of Assets and Liabilities | |
Derivatives | | Assets(d) (000) | | Liabilities(d) (000) | |
Foreign Currency Forward Exchange Contracts(c) | | $ | 29 | | | $ | (16 | ) | |
Purchased Options | | | 52 | (a) | | | — | | |
Total | | $ | 81 | | | $ | (16 | ) | |
(a) Amounts are included in Investments in Securities in the Statement of Assets and Liabilities.
(c) Excludes exchange-traded derivatives.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The following tables present derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received(e) (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | 52 | (a) | | $ | — | | | $ | (52 | ) | | $ | 0 | | |
State Street Bank and Trust Co. | | | 29 | | | | (11 | ) | | | — | | | | 18 | | |
Total | | $ | 81 | | | $ | (11 | ) | | $ | (52 | ) | | $ | 18 | | |
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Counterparty | | Gross Liability Derivatives Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Pledged(e) (000) | | Net Amount (not less than $0) (000) | |
Citibank NA | | $ | 5 | | | $ | — | | | $ | — | | | $ | 5 | | |
State Street Bank and Trust Co. | | | 11 | | | | (11 | ) | | | — | | | | 0 | | |
Total | | $ | 16 | | | $ | (11 | ) | | $ | — | | | $ | 5 | | |
(a) Amounts are included in Investments in Securities in the Statement of Assets and Liabilities.
(e) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Foreign Currency Forward Exchange Contracts: | |
Average monthly principal amount | | $ | 5,998,000 | | |
Futures Contracts: | |
Average monthly notional value | | $ | 18,431,000 | | |
Purchased Options: | |
Average monthly notional amount | | | 650,000 | | |
6. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 5,181 | (f) | | $ | — | | | $ | (5,181 | )(g)(h) | | $ | 0 | | |
(f) Represents market value of loaned securities at period end.
(g) The Fund received cash collateral of approximately $2,829,000, of which approximately $2,684,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2022, there was uninvested cash of approximately $145,000, which is not reflected in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $2,652,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.
(h) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
contractual maturity of those transactions as of June 30, 2022:
Remaining Contractual Maturity of the Agreements | |
| | Overnight and Continuous (000) | | <30 days (000) | | Between 30 & 90 days (000) | | >90 days (000) | | Total (000) | |
Securities Lending Transactions | |
Common Stocks | | $ | 2,829 | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,829 | | |
Total Borrowings | | $ | 2,829 | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,829 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 2,829 | | |
7. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
8. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
9. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
| 0.65 | % | | | 0.60 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.59% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.90% for Class I shares, 1.25% for Class A shares, 1.75% for Class L shares, 2.00% for Class C shares, 0.85% for Class R6 shares and 0.85% for Class IR shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $57,000 of advisory fees were waived and approximately $27,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $38,658,000 and $31,577,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $6,000 relating to the Fund's investment in the Liquidity Funds.
The Fund invests in Morgan Stanley China A Share Fund, Inc., a closed-end management investment company advised by an affiliate of the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Morgan Stanley China A Share Fund, Inc. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $1,000 relating to the Fund's investment in the Morgan Stanley China A Share Fund, Inc.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company/ Issuer | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 6,589 | | | $ | 44,110 | | | $ | 47,328 | | | $ | 1 | | |
Morgan Stanley China A Share Fund | | | 939 | | | | — | | | | — | | | | — | | |
Total | | $ | 7,528 | | | $ | 44,110 | | | $ | 47,328 | | | $ | 1 | | |
Affiliated Investment Company/ Issuer (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 3,371 | | |
Morgan Stanley China A Share Fund | | | — | | | | (160 | ) | | | 779 | | |
Total | | $ | — | | | $ | (160 | ) | | $ | 4,150 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | |
$ | 2,260 | | | $ | 15,167 | | | $ | 85 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, due to an overdistribution of dividends for tax purposes, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | — | @ | | $ | (— | @) | |
@ Amount is less than $500.
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | — | | | $ | 908 | | |
During the year ended December 31, 2021, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $3,422,000.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 67.9%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments,
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one-, three-, and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
32
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
33
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
34
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
35
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
36
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIAIASAN
4878984 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Global Real Estate Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 8 | | |
Statements of Changes in Net Assets | | | 9 | | |
Financial Highlights | | | 11 | | |
Notes to Financial Statements | | | 17 | | |
Investment Advisory Agreement Approval | | | 26 | | |
Liquidity Risk Management Program | | | 28 | | |
U.S. Customer Privacy Notice | | | 29 | | |
Director and Officer Information | | | 32 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Global Real Estate Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
Global Real Estate Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Global Real Estate Portfolio Class I | | $ | 1,000.00 | | | $ | 787.30 | | | $ | 1,019.84 | | | $ | 4.43 | | | $ | 5.01 | | | | 1.00 | % | |
Global Real Estate Portfolio Class A | | | 1,000.00 | | | | 786.70 | | | | 1,018.10 | | | | 5.98 | | | | 6.76 | | | | 1.35 | | |
Global Real Estate Portfolio Class L | | | 1,000.00 | | | | 784.30 | | | | 1,015.62 | | | | 8.18 | | | | 9.25 | | | | 1.85 | | |
Global Real Estate Portfolio Class C | | | 1,000.00 | | | | 782.60 | | | | 1,014.38 | | | | 9.28 | | | | 10.49 | | | | 2.10 | | |
Global Real Estate Portfolio Class R6(1) | | | 1,000.00 | | | | 787.00 | | | | 1,020.13 | | | | 4.16 | | | | 4.71 | | | | 0.94 | | |
Global Real Estate Portfolio Class IR | | | 1,000.00 | | | | 787.00 | | | | 1,020.13 | | | | 4.16 | | | | 4.71 | | | | 0.94 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
Global Real Estate Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.6%) | |
Australia (2.9%) | |
Dexus REIT | | | 59,675 | | | $ | 367 | | |
GPT Group REIT | | | 99,952 | | | | 292 | | |
National Storage REIT | | | 236,015 | | | | 350 | | |
Shopping Centres Australasia Property Group REIT | | | 147,273 | | | | 281 | | |
Vicinity Centres REIT | | | 173,768 | | | | 221 | | |
| | | 1,511 | | |
Austria (0.4%) | |
CA Immobilien Anlagen AG | | | 5,805 | | | | 185 | | |
Belgium (0.7%) | |
Aedifica SA REIT | | | 1,346 | | | | 129 | | |
Warehouses De Pauw CVA REIT | | | 6,803 | | | | 215 | | |
| | | 344 | | |
Canada (2.4%) | |
Chartwell Retirement Residences | | | 38,681 | | | | 335 | | |
InterRent REIT | | | 36,690 | | | | 342 | | |
Tricon Residential, Inc. | | | 53,409 | | | | 541 | | |
| | | 1,218 | | |
China (0.4%) | |
GDS Holdings Ltd. ADR (a) | | | 3,829 | | | | 128 | | |
Longfor Group Holdings Ltd. (b) | | | 19,000 | | | | 90 | | |
| | | 218 | | |
Finland (0.5%) | |
Kojamo Oyj | | | 14,529 | | | | 252 | | |
France (0.9%) | |
Klepierre SA REIT (a) | | | 12,838 | | | | 248 | | |
Mercialys SA REIT | | | 27,810 | | | | 226 | | |
| | | 474 | | |
Germany (1.6%) | |
Grand City Properties SA | | | 16,424 | | | | 222 | | |
Vonovia SE | | | 20,107 | | | | 622 | | |
| | | 844 | | |
Hong Kong (5.4%) | |
CK Asset Holdings Ltd. | | | 120,500 | | | | 856 | | |
Link REIT | | | 117,074 | | | | 957 | | |
Sun Hung Kai Properties Ltd. | | | 70,367 | | | | 833 | | |
Wharf Real Estate Investment Co., Ltd. | | | 25,075 | | | | 120 | | |
| | | 2,766 | | |
Japan (10.6%) | |
Daiwa Office Investment Corp. REIT | | | 52 | | | | 267 | | |
Frontier Real Estate Investment Corp. REIT | | | 62 | | | | 240 | | |
GLP J-REIT | | | 276 | | | | 338 | | |
Hoshino Resorts, Inc. REIT | | | 48 | | | | 232 | | |
Japan Metropolitan Fund Investment Corp. REIT | | | 521 | | | | 406 | | |
Japan Real Estate Investment Corp. REIT | | | 105 | | | | 484 | | |
Mitsubishi Estate Co., Ltd. | | | 60,400 | | | | 875 | | |
Mitsui Fudosan Co., Ltd. | | | 45,900 | | | | 986 | | |
Mitsui Fudosan Logistics Park, Inc. REIT | | | 95 | | | | 359 | | |
Nippon Building Fund, Inc. REIT | | | 112 | | | | 559 | | |
| | Shares | | Value (000) | |
Nomura Real Estate Master Fund, Inc. REIT | | | 296 | | | $ | 370 | | |
Orix, Inc. J-REIT | | | 264 | | | | 359 | | |
| | | 5,475 | | |
Malta (0.1%) | |
BGP Holdings PLC (a)(c) | | | 12,867,024 | | | | 41 | | |
Netherlands (0.9%) | |
Eurocommercial Properties NV CVA REIT | | | 9,153 | | | | 197 | | |
NSI NV REIT | | | 8,102 | | | | 279 | | |
| | | 476 | | |
Singapore (3.3%) | |
CapitaLand Integrated Commercial Trust REIT | | | 396,500 | | | | 620 | | |
Capitaland Investment Ltd. | | | 37,100 | | | | 102 | | |
Digital Core Management Pte Ltd. REIT (a)(d) | | | 240,500 | | | | 185 | | |
Frasers Centrepoint Trust REIT | | | 17,600 | | | | 29 | | |
Mapletree Commercial Trust REIT | | | 300,100 | | | | 396 | | |
Suntec REIT | | | 330,300 | | | | 385 | | |
| | | 1,717 | | |
Spain (1.0%) | |
Inmobiliaria Colonial Socimi SA REIT | | | 39,056 | | | | 250 | | |
Merlin Properties Socimi SA REIT | | | 29,769 | | | | 288 | | |
| | | 538 | | |
Sweden (0.7%) | |
Catena AB | | | 3,644 | | | | 132 | | |
Fabege AB | | | 24,615 | | | | 233 | | |
| | | 365 | | |
Switzerland (0.5%) | |
PSP Swiss Property AG (Registered) | | | 2,322 | | | | 259 | | |
United Kingdom (4.4%) | |
Big Yellow Group PLC REIT | | | 14,989 | | | | 240 | | |
Derwent London PLC REIT | | | 7,660 | | | | 244 | | |
Empiric Student Property PLC REIT | | | 132,903 | | | | 139 | | |
Helical PLC | | | 37,828 | | | | 172 | | |
Land Securities Group PLC REIT | | | 44,125 | | | | 358 | | |
LondonMetric Property PLC REIT | | | 53,760 | | | | 149 | | |
Segro PLC REIT | | | 45,892 | | | | 548 | | |
UNITE Group PLC REIT | | | 19,862 | | | | 258 | | |
Workspace Group PLC REIT | | | 26,820 | | | | 181 | | |
| | | 2,289 | | |
United States (61.9%) | |
Agree Realty Corp. REIT | | | 28,327 | | | | 2,043 | | |
American Tower Corp. REIT | | | 2,018 | | | | 516 | | |
Americold Realty Trust, Inc. REIT | | | 17,537 | | | | 527 | | |
AvalonBay Communities, Inc. REIT | | | 9,164 | | | | 1,780 | | |
Boyd Gaming Corp. | | | 6,054 | | | | 301 | | |
Brixmor Property Group, Inc. REIT | | | 47,335 | | | | 957 | | |
Digital Realty Trust, Inc. REIT | | | 22,797 | | | | 2,960 | | |
Duke Realty Corp. REIT | | | 13,600 | | | | 747 | | |
Equity Residential REIT | | | 26,988 | | | | 1,949 | | |
Exeter Industrial Value Fund, LP (c)(e) | | | 1,860,000 | | | | 76 | | |
Extra Space Storage, Inc. REIT | | | 6,102 | | | | 1,038 | | |
Healthpeak Properties, Inc. REIT | | | 33,450 | | | | 867 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments (cont'd)
Global Real Estate Portfolio
| | Shares | | Value (000) | |
United States (cont'd) | |
Host Hotels & Resorts, Inc. REIT | | | 28,987 | | | $ | 454 | | |
Invitation Homes, Inc. REIT | | | 27,053 | | | | 963 | | |
Kilroy Realty Corp. REIT | | | 9,088 | | | | 476 | | |
Kite Realty Group Trust REIT | | | 36,457 | | | | 630 | | |
Mid-America Apartment Communities, Inc. REIT | | | 8,751 | | | | 1,529 | | |
NETSTREIT Corp. REIT | | | 26,187 | | | | 494 | | |
Park Hotels & Resorts, Inc. REIT | | | 23,971 | | | | 325 | | |
ProLogis, Inc. REIT | | | 27,839 | | | | 3,275 | | |
Public Storage REIT | | | 9,297 | | | | 2,907 | | |
Rexford Industrial Realty, Inc. REIT | | | 7,351 | | | | 423 | | |
RPT Realty REIT | | | 47,566 | | | | 468 | | |
Simon Property Group, Inc. REIT | | | 5,237 | | | | 497 | | |
SITE Centers Corp. REIT | | | 70,440 | | | | 949 | | |
SL Green Realty Corp. REIT (d) | | | 11,761 | | | | 543 | | |
Sun Communities, Inc. REIT | | | 6,358 | | | | 1,013 | | |
Welltower, Inc. REIT | | | 39,893 | | | | 3,285 | | |
| | | 31,992 | | |
Total Common Stocks (Cost $45,601) | | | 50,964 | | |
Short-Term Investments (2.5%) | |
Securities held as Collateral on Loaned Securities (1.1%) | |
Investment Company (0.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 437,864 | | | | 438 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.2%) | |
HSBC Securities USA, Inc., (1.50%, dated 6/30/22, due 7/1/22; proceeds $34; fully collateralized by U.S. Government obligations; 0.00% — 3.63% due 2/15/23 — 5/15/32; valued at $35) | | $ | 34 | | | | 34 | | |
Merrill Lynch & Co., Inc., (1.46%, dated 6/30/22, due 7/1/22; proceeds $66; fully collateralized by a U.S. Government obligation; 1.63% due 5/15/31; valued at $68) | | | 66 | | | | 66 | | |
| | | 100 | | |
Total Securities held as Collateral on Loaned Securities (Cost $538) | | | 538 | | |
| | Shares | | | |
Investment Company (1.4%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $737) | | | 737,448 | | | | 737 | | |
Total Short-Term Investments (Cost $1,275) | | | 1,275 | | |
Total Investments (101.1%) (Cost $46,876) Including $682 of Securities Loaned (f)(g) | | | 52,239 | | |
Liabilities in Excess of Other Assets (–1.1%) | | | (561 | ) | |
Net Assets (100.0%) | | $ | 51,678 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) Security trades on the Hong Kong exchange.
(c) At June 30, 2022, the Fund held fair valued securities valued at approximately $117,000, representing 0.2% of net assets. These securities have been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(d) All or a portion of this security was on loan at June 30, 2022.
(e) Restricted security valued at fair value and not registered under the Securities Act of 1933. Exeter Industrial Value Fund, LP was acquired between 11/07 — 4/11 and has a current cost basis of $0. At June 30, 2022, this security had an aggregate market value of approximately $76,000, representing 0.1% of net assets.
(f) The approximate fair value and percentage of net assets, $17,556,000 and 34.0%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.
(g) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $9,567,000 and the aggregate gross unrealized depreciation is approximately $4,204,000, resulting in net unrealized appreciation of approximately $5,363,000.
ADR American Depositary Receipt.
CVA Certificaten Van Aandelen.
REIT Real Estate Investment Trust.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Diversified | | | 22.4 | % | |
Residential | | | 18.7 | | |
Retail | | | 14.5 | | |
Industrial | | | 12.8 | | |
Office | | | 8.9 | | |
Health Care | | | 8.9 | | |
Self Storage | | | 8.8 | | |
Other** | | | 5.0 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2022.
** Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Real Estate Portfolio
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $45,701) | | $ | 51,064 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $1,175) | | | 1,175 | | |
Total Investments in Securities, at Value (Cost $46,876) | | | 52,239 | | |
Foreign Currency, at Value (Cost $112) | | | 112 | | |
Cash from Securities Lending | | | 29 | | |
Dividends Receivable | | | 181 | | |
Receivable for Investments Sold | | | 136 | | |
Tax Reclaim Receivable | | | 93 | | |
Receivable for Fund Shares Sold | | | 17 | | |
Receivable from Securities Lending Income | | | 1 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 105 | | |
Total Assets | | | 52,913 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 567 | | |
Deferred Capital Gain Country Tax | | | 292 | | |
Payable for Investments Purchased | | | 138 | | |
Payable for Custodian Fees | | | 53 | | |
Payable for Fund Shares Redeemed | | | 42 | | |
Payable for Advisory Fees | | | 42 | | |
Payable for Professional Fees | | | 15 | | |
Payable for Transfer Agency Fees — Class I | | | 3 | | |
Payable for Transfer Agency Fees — Class A | | | 9 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 10 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | 4 | | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 56 | | |
Total Liabilities | | | 1,235 | | |
Net Assets | | $ | 51,678 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 33,827 | | |
Total Distributable Earnings | | | 17,851 | | |
Net Assets | | $ | 51,678 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Real Estate Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 44,226 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 7,758,481 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 5.70 | | |
CLASS A: | |
Net Assets | | $ | 2,489 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 438,489 | | |
Net Asset Value, Redemption Price Per Share | | $ | 5.68 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.31 | | |
Maximum Offering Price Per Share | | $ | 5.99 | | |
CLASS L: | |
Net Assets | | $ | 433 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 77,320 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 5.60 | | |
CLASS C: | |
Net Assets | | $ | 182 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 33,723 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 5.40 | | |
CLASS R6:* | |
Net Assets | | $ | 4,340 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 762,426 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 5.69 | | |
CLASS IR: | |
Net Assets | | $ | 8 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,443 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 5.69 | | |
(1) Including: Securities on Loan, at Value: | | $ | 682 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Global Real Estate Portfolio
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $32 of Foreign Taxes Withheld) | | $ | 1,158 | | |
Income from Securities Loaned — Net | | | 5 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 1 | | |
Total Investment Income | | | 1,164 | | |
Expenses: | |
Advisory Fees (Note B) | | | 255 | | |
Professional Fees | | | 61 | | |
Sub Transfer Agency Fees — Class I | | | 36 | | |
Sub Transfer Agency Fees — Class A | | | 2 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Custodian Fees (Note F) | | | 34 | | |
Registration Fees | | | 30 | | |
Administration Fees (Note C) | | | 26 | | |
Shareholder Reporting Fees | | | 12 | | |
Transfer Agency Fees — Class I (Note E) | | | 4 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 2 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Shareholder Services Fees — Class A (Note D) | | | 4 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 2 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 2 | | |
Directors' Fees and Expenses | | | 3 | | |
Pricing Fees | | | 3 | | |
Interest Expenses | | | 2 | | |
Other Expenses | | | 5 | | |
Total Expenses | | | 488 | | |
Waiver of Advisory Fees (Note B) | | | (130 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (24 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (2 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (2 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 327 | | |
Net Investment Income | | | 837 | | |
Realized Gain: | |
Investments Sold (Net of $55 of Capital Gain Country Tax) | | | 5,665 | | |
Foreign Currency Translation | | | 5 | | |
Net Realized Gain | | | 5,670 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $40) | | | (20,971 | ) | |
Foreign Currency Translation | | | (11 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (20,982 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (15,312 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (14,475 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Global Real Estate Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 837 | | | $ | 1,489 | | |
Net Realized Gain | | | 5,670 | | | | 86,278 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (20,982 | ) | | | (50,866 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (14,475 | ) | | | 36,901 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (17,738 | ) | |
Class A | | | — | | | | (1,311 | ) | |
Class L | | | — | | | | (180 | ) | |
Class C | | | — | | | | (178 | ) | |
Class R6* | | | — | | | | (6,402 | ) | |
Class IR | | | — | | | | (3 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (25,812 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 762 | | | | 3,078 | | |
Distributions Reinvested | | | — | | | | 16,727 | | |
Redeemed | | | (3,941 | ) | | | (44,152 | ) | |
Class A: | |
Subscribed | | | 76 | | | | 2,216 | | |
Distributions Reinvested | | | — | | | | 1,311 | | |
Redeemed | | | (265 | ) | | | (3,945 | ) | |
Class L: | |
Exchanged | | | 25 | | | | — | | |
Distributions Reinvested | | | — | | | | 179 | | |
Redeemed | | | — | | | | (118 | ) | |
Class C: | |
Subscribed | | | — | | | | 505 | | |
Distributions Reinvested | | | — | | | | 178 | | |
Redeemed | | | (303 | ) | | | (259 | ) | |
Class R6:* | |
Subscribed | | | 96 | | | | 3,687 | | |
Distributions Reinvested | | | — | | | | 6,360 | | |
Redeemed | | | (16,858 | ) | | | (218,343 | ) | |
Class IR: | |
Distributions Reinvested | | | — | | | | 3 | | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (20,408 | ) | | | (232,573 | ) | |
Total Decrease in Net Assets | | | (34,883 | ) | | | (221,484 | ) | |
Net Assets: | |
Beginning of Period | | | 86,561 | | | | 308,045 | | |
End of Period | | $ | 51,678 | | | $ | 86,561 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Global Real Estate Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 112 | | | | 346 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2,393 | | |
Shares Redeemed | | | (586 | ) | | | (4,786 | ) | |
Net Decrease in Class I Shares Outstanding | | | (474 | ) | | | (2,047 | ) | |
Class A: | |
Shares Subscribed | | | 11 | | | | 258 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 188 | | |
Shares Redeemed | | | (39 | ) | | | (503 | ) | |
Net Decrease in Class A Shares Outstanding | | | (28 | ) | | | (57 | ) | |
Class L: | |
Shares Exchanged | | | 4 | | | | — | | |
Shares Issued on Distributions Reinvested | | | — | | | | 26 | | |
Shares Redeemed | | | — | | | | (17 | ) | |
Net Increase in Class L Shares Outstanding | | | 4 | | | | 9 | | |
Class C: | |
Shares Subscribed | | | — | | | | 57 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 27 | | |
Shares Redeemed | | | (49 | ) | | | (30 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (49 | ) | | | 54 | | |
Class R6:* | |
Shares Subscribed | | | 14 | | | | 425 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 911 | | |
Shares Redeemed | | | (2,360 | ) | | | (24,663 | ) | |
Net Decrease in Class R6 Shares Outstanding | | | (2,346 | ) | | | (23,327 | ) | |
Class IR: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @ | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Real Estate Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 7.24 | | | $ | 8.26 | | | $ | 9.87 | | | $ | 9.19 | | | $ | 11.13 | | | $ | 10.76 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.09 | | | | 0.09 | | | | 0.15 | | | | 0.24 | | | | 0.27 | | | | 0.25 | | |
Net Realized and Unrealized Gain (Loss) | | | (1.63 | ) | | | 1.79 | | | | (1.57 | ) | | | 1.43 | | | | (1.11 | ) | | | 0.80 | | |
Total from Investment Operations | | | (1.54 | ) | | | 1.88 | | | | (1.42 | ) | | | 1.67 | | | | (0.84 | ) | | | 1.05 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (1.57 | ) | | | (0.11 | ) | | | (0.54 | ) | | | (0.51 | ) | | | (0.15 | ) | |
Net Realized Gain | | | — | | | | (1.33 | ) | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | | | (0.53 | ) | |
Total Distributions | | | — | | | | (2.90 | ) | | | (0.19 | ) | | | (0.99 | ) | | | (1.10 | ) | | | (0.68 | ) | |
Net Asset Value, End of Period | | $ | 5.70 | | | $ | 7.24 | | | $ | 8.26 | | | $ | 9.87 | | | $ | 9.19 | | | $ | 11.13 | | |
Total Return(2) | | | (21.27 | )%(7) | | | 23.99 | % | | | (14.33 | )% | | | 18.35 | % | | | (7.92 | )% | | | 9.73 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 44,226 | | | $ | 59,614 | | | $ | 84,874 | | | $ | 323,386 | | | $ | 361,680 | | | $ | 553,319 | | |
Ratio of Expenses Before Expense Limitation | | | 1.51 | %(8) | | | 1.12 | % | | | 1.20 | % | | | 1.05 | % | | | 1.10 | % | | | 1.07 | % | |
Ratio of Expenses After Expense Limitation | | | 1.01 | %(3)(5)(8) | | | 0.94 | %(3)(5) | | | 1.01 | %(3)(5) | | | 1.00 | %(3) | | | 1.03 | %(3)(4) | | | 1.05 | %(3) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.00 | %(3)(8) | | | 0.93 | %(3) | | | 1.00 | %(3) | | | 1.00 | %(3) | | | 1.03 | %(3) | | | 1.05 | %(3) | |
Ratio of Net Investment Income | | | 2.66 | %(3)(8) | | | 1.03 | %(3) | | | 1.86 | %(3) | | | 2.36 | %(3) | | | 2.54 | %(3) | | | 2.20 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 45 | %(7) | | | 135 | % | | | 51 | % | | | 24 | % | | | 38 | % | | | 39 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.00% for Class I shares. Prior to July 1,2018, the maximum ratio was 1.05% for Class I shares.
(5) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Real Estate Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 7.22 | | | $ | 8.25 | | | $ | 9.85 | | | $ | 9.17 | | | $ | 11.10 | | | $ | 10.71 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.08 | | | | 0.05 | | | | 0.13 | | | | 0.21 | | | | 0.23 | | | | 0.17 | | |
Net Realized and Unrealized Gain (Loss) | | | (1.62 | ) | | | 1.79 | | | | (1.58 | ) | | | 1.41 | | | | (1.10 | ) | | | 0.84 | | |
Total from Investment Operations | | | (1.54 | ) | | | 1.84 | | | | (1.45 | ) | | | 1.62 | | | | (0.87 | ) | | | 1.01 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (1.54 | ) | | | (0.07 | ) | | | (0.49 | ) | | | (0.47 | ) | | | (0.09 | ) | |
Net Realized Gain | | | — | | | | (1.33 | ) | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | | | (0.53 | ) | |
Total Distributions | | | — | | | | (2.87 | ) | | | (0.15 | ) | | | (0.94 | ) | | | (1.06 | ) | | | (0.62 | ) | |
Net Asset Value, End of Period | | $ | 5.68 | | | $ | 7.22 | | | $ | 8.25 | | | $ | 9.85 | | | $ | 9.17 | | | $ | 11.10 | | |
Total Return(2) | | | (21.33 | )%(7) | | | 23.47 | % | | | (14.65 | )% | | | 17.90 | % | | | (8.19 | )% | | | 9.44 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,489 | | | $ | 3,368 | | | $ | 4,316 | | | $ | 10,728 | | | $ | 12,775 | | | $ | 17,701 | | |
Ratio of Expenses Before Expense Limitation | | | 1.89 | %(8) | | | 2.05 | % | | | 1.90 | % | | | 1.37 | % | | | 1.39 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.36 | %(3)(5)(8) | | | 1.36 | %(3)(5) | | | 1.36 | %(3)(5) | | | 1.35 | %(3) | | | 1.38 | %(3)(4) | | | 1.35 | %(3) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.35 | %(3)(8) | | | 1.35 | %(3) | | | 1.35 | %(3) | | | 1.35 | %(3) | | | 1.38 | %(3) | | | 1.35 | %(3) | |
Ratio of Net Investment Income | | | 2.31 | %(3)(8) | | | 0.57 | %(3) | | | 1.63 | %(3) | | | 2.00 | %(3) | | | 2.18 | %(3) | | | 1.55 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 45 | %(7) | | | 135 | % | | | 51 | % | | | 24 | % | | | 38 | % | | | 39 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.35% for Class A shares. Prior to July 1,2018, the maximum ratio was 1.40% for Class A shares.
(5) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Real Estate Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 7.14 | | | $ | 8.18 | | | $ | 9.75 | | | $ | 9.09 | | | $ | 11.01 | | | $ | 10.64 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.06 | | | | 0.01 | | | | 0.08 | | | | 0.16 | | | | 0.17 | | | | 0.14 | | |
Net Realized and Unrealized Gain (Loss) | | | (1.60 | ) | | | 1.77 | | | | (1.56 | ) | | | 1.40 | | | | (1.09 | ) | | | 0.81 | | |
Total from Investment Operations | | | (1.54 | ) | | | 1.78 | | | | (1.48 | ) | | | 1.56 | | | | (0.92 | ) | | | 0.95 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (1.49 | ) | | | (0.01 | ) | | | (0.45 | ) | | | (0.41 | ) | | | (0.05 | ) | |
Net Realized Gain | | | — | | | | (1.33 | ) | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | | | (0.53 | ) | |
Total Distributions | | | — | | | | (2.82 | ) | | | (0.09 | ) | | | (0.90 | ) | | | (1.00 | ) | | | (0.58 | ) | |
Net Asset Value, End of Period | | $ | 5.60 | | | $ | 7.14 | | | $ | 8.18 | | | $ | 9.75 | | | $ | 9.09 | | | $ | 11.01 | | |
Total Return(2) | | | (21.57 | )%(7) | | | 22.94 | % | | | (15.17 | )% | | | 17.37 | % | | | (8.74 | )% | | | 8.89 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 433 | | | $ | 521 | | | $ | 522 | | | $ | 1,419 | | | $ | 1,220 | | | $ | 1,344 | | |
Ratio of Expenses Before Expense Limitation | | | 2.62 | %(8) | | | 2.30 | % | | | 2.08 | % | | | 1.91 | % | | | 2.02 | % | | | 1.93 | % | |
Ratio of Expenses After Expense Limitation | | | 1.86 | %(3)(5)(8) | | | 1.86 | %(3)(5) | | | 1.86 | %(3)(5) | | | 1.85 | %(3) | | | 1.88 | %(3)(4) | | | 1.90 | %(3) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.85 | %(3)(8) | | | 1.85 | %(3) | | | 1.85 | %(3) | | | 1.85 | %(3) | | | 1.88 | %(3) | | | 1.90 | %(3) | |
Ratio of Net Investment Income | | | 1.85 | %(3)(8) | | | 0.12 | %(3) | | | 1.07 | %(3) | | | 1.54 | %(3) | | | 1.64 | %(3) | | | 1.32 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 45 | %(7) | | | 135 | % | | | 51 | % | | | 24 | % | | | 38 | % | | | 39 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.85% for Class L shares. Prior to July 1,2018, the maximum ratio was 1.90% for Class L shares.
(5) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Real Estate Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 6.90 | | | $ | 8.01 | | | $ | 9.56 | | | $ | 8.92 | | | $ | 10.83 | | | $ | 10.49 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.04 | | | | (0.00 | )(2) | | | 0.08 | | | | 0.13 | | | | 0.16 | | | | 0.12 | | |
Net Realized and Unrealized Gain (Loss) | | | (1.54 | ) | | | 1.71 | | | | (1.54 | ) | | | 1.37 | | | | (1.09 | ) | | | 0.78 | | |
Total from Investment Operations | | | (1.50 | ) | | | 1.71 | | | | (1.46 | ) | | | 1.50 | | | | (0.93 | ) | | | 0.90 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (1.49 | ) | | | (0.01 | ) | | | (0.41 | ) | | | (0.39 | ) | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (1.33 | ) | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | | | (0.53 | ) | |
Total Distributions | | | — | | | | (2.82 | ) | | | (0.09 | ) | | | (0.86 | ) | | | (0.98 | ) | | | (0.56 | ) | |
Net Asset Value, End of Period | | $ | 5.40 | | | $ | 6.90 | | | $ | 8.01 | | | $ | 9.56 | | | $ | 8.92 | | | $ | 10.83 | | |
Total Return(3) | | | (21.74 | )%(8) | | | 22.54 | % | | | (15.26 | )% | | | 16.98 | % | | | (8.93 | )% | | | 8.54 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 182 | | | $ | 569 | | | $ | 225 | | | $ | 397 | | | $ | 428 | | | $ | 327 | | |
Ratio of Expenses Before Expense Limitation | | | 3.13 | %(9) | | | 2.94 | % | | | 2.96 | % | | | 2.51 | % | | | 2.47 | % | | | 2.69 | % | |
Ratio of Expenses After Expense Limitation | | | 2.11 | %(4)(6)(9) | | | 2.11 | %(4)(6) | | | 2.11 | %(4)(6) | | | 2.10 | %(4) | | | 2.12 | %(4)(5) | | | 2.15 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.10 | %(4)(9) | | | 2.10 | %(4) | | | 2.10 | %(4) | | | 2.10 | %(4) | | | 2.12 | %(4) | | | 2.15 | %(4) | |
Ratio of Net Investment Income (Loss) | | | 1.30 | %(4)(9) | | | (0.03 | )%(4) | | | 1.00 | %(4) | | | 1.26 | %(4) | | | 1.53 | %(4) | | | 1.11 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 45 | %(8) | | | 135 | % | | | 51 | % | | | 24 | % | | | 38 | % | | | 39 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 2.10% for Class C shares. Prior to July 1, 2018, the maximum ratio was 2.15% for Class C shares.
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Real Estate Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 7.23 | | | $ | 8.25 | | | $ | 9.87 | | | $ | 9.19 | | | $ | 11.13 | | | $ | 10.76 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.09 | | | | 0.08 | | | | 0.17 | | | | 0.25 | | | | 0.28 | | | | 0.25 | | |
Net Realized and Unrealized Gain (Loss) | | | (1.63 | ) | | | 1.80 | | | | (1.59 | ) | | | 1.43 | | | | (1.11 | ) | | | 0.81 | | |
Total from Investment Operations | | | (1.54 | ) | | | 1.88 | | | | (1.42 | ) | | | 1.68 | | | | (0.83 | ) | | | 1.06 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (1.57 | ) | | | (0.12 | ) | | | (0.55 | ) | | | (0.52 | ) | | | (0.16 | ) | |
Net Realized Gain | | | — | | | | (1.33 | ) | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | | | (0.53 | ) | |
Total Distributions | | | — | | | | (2.90 | ) | | | (0.20 | ) | | | (1.00 | ) | | | (1.11 | ) | | | (0.69 | ) | |
Net Asset Value, End of Period | | $ | 5.69 | | | $ | 7.23 | | | $ | 8.25 | | | $ | 9.87 | | | $ | 9.19 | | | $ | 11.13 | | |
Total Return(3) | | | (21.30 | )%(8) | | | 24.02 | % | | | (14.36 | )% | | | 18.43 | % | | | (7.83 | )% | | | 9.80 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,340 | | | $ | 22,479 | | | $ | 218,100 | | | $ | 350,363 | | | $ | 517,658 | | | $ | 1,049,646 | | |
Ratio of Expenses Before Expense Limitation | | | 1.40 | %(9) | | | 1.13 | % | | | 1.01 | % | | | 0.94 | % | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(4)(6)(9) | | | 0.95 | %(4)(6) | | | 0.95 | %(4)(6) | | | 0.94 | %(4) | | | 0.95 | %(4)(5) | | | 0.97 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.94 | %(4)(9) | | | 0.94 | %(4) | | | 0.94 | %(4) | | | 0.94 | %(4) | | | 0.95 | %(4) | | | 0.97 | %(4) | |
Ratio of Net Investment Income | | | 2.57 | %(4)(9) | | | 0.93 | %(4) | | | 2.21 | %(4) | | | 2.41 | %(4) | | | 2.58 | %(4) | | | 2.26 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 45 | %(8) | | | 135 | % | | | 51 | % | | | 24 | % | | | 38 | % | | | 39 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.94% for Class R6 shares. Prior to July 1, 2018, the maximum ratio was 0.99% for Class R6 shares.
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Real Estate Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 7.23 | | | $ | 8.25 | | | $ | 9.87 | | | $ | 9.19 | | | $ | 11.09 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.09 | | | | 0.04 | | | | 0.18 | | | | 0.25 | | | | 0.23 | | |
Net Realized and Unrealized Gain (Loss) | | | (1.63 | ) | | | 1.84 | | | | (1.60 | ) | | | 1.43 | | | | (1.02 | ) | |
Total from Investment Operations | | | (1.54 | ) | | | 1.88 | | | | (1.42 | ) | | | 1.68 | | | | (0.79 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (1.57 | ) | | | (0.12 | ) | | | (0.55 | ) | | | (0.52 | ) | |
Net Realized Gain | | | — | | | | (1.33 | ) | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | |
Total Distributions | | | — | | | | (2.90 | ) | | | (0.20 | ) | | | (1.00 | ) | | | (1.11 | ) | |
Net Asset Value, End of Period | | $ | 5.69 | | | $ | 7.23 | | | $ | 8.25 | | | $ | 9.87 | | | $ | 9.19 | | |
Total Return(3) | | | (21.30 | )%(8) | | | 24.08 | % | | | (14.36 | )% | | | 18.44 | % | | | (7.49 | )%(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 8 | | | $ | 10 | | | $ | 8 | | | $ | 10 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 21.06 | %(9) | | | 23.02 | % | | | 26.07 | % | | | 21.38 | % | | | 18.72 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(6)(9) | | | 0.95 | %(5)(6) | | | 0.95 | %(5)(6) | | | 0.94 | %(5) | | | 0.94 | %(4)(5)(9) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.94 | %(5)(9) | | | 0.94 | %(5) | | | 0.94 | %(5) | | | 0.94 | %(5) | | | N/A | | |
Ratio of Net Investment Income | | | 2.74 | %(5)(9) | | | 0.46 | %(5) | | | 2.37 | %(5) | | | 2.45 | %(5) | | | 3.94 | %(5)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7)(9) | |
Portfolio Turnover Rate | | | 45 | %(8) | | | 135 | % | | | 51 | % | | | 24 | % | | | 38 | % | |
(1) Commencement of Offering.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.94% for Class IR shares. Prior to July 1, 2018, the maximum ratio was 0.99% for Class IR shares.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Real Estate Portfolio. The Fund seeks to provide current income and capital appreciation. The Fund has capital subscription commitments to an investee company for this same purpose, the details of which are disclosed in the Unfunded Commitments note.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a
security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Limited ("MSIM Limited") and Morgan Stanley Investment Management Company ("MSIM Company") (together, the "Sub-Advisers"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or Sub-Advisers determine that the closing price, last sale
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
The Fund invests a significant portion of its assets in securities of real estate investment trusts ("REITs"). The market's perception of prospective declines in private real estate values and other financial assets may result in increased volatility of market prices that can negatively impact the valuation of certain issuers held by the Fund.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Diversified | | $ | 3,088 | | | $ | 8,501 | | | $ | — | | | $ | 11,589 | | |
Health Care | | | 4,487 | | | | 129 | | | | — | | | | 4,616 | | |
Industrial | | | 4,972 | | | | 1,592 | | | | 76 | | | | 6,640 | | |
Lodging/Resorts | | | 1,080 | | | | 232 | | | | — | | | | 1,312 | | |
Office | | | 1,019 | | | | 3,606 | | | | — | | | | 4,625 | | |
Residential | | | 8,117 | | | | 1,493 | | | | 41 | | | | 9,651 | | |
Retail | | | 6,067 | | | | 1,413 | | | | — | | | | 7,480 | | |
Self Storage | | | 3,945 | | | | 590 | | | | — | | | | 4,535 | | |
Specialty | | | 516 | | | | — | | | | — | | | | 516 | | |
Total Common Stocks | | | 33,291 | | | | 17,556 | | | | 117 | | | | 50,964 | | |
Short-Term Investments | |
Investment Company | | | 1,175 | | | | — | | | | — | | | | 1,175 | | |
Repurchase Agreements | | | — | | | | 100 | | | | — | | | | 100 | | |
Total Short-Term Investments | | | 1,175 | | | | 100 | | | | — | | | | 1,275 | | |
Total Assets | | $ | 34,466 | | | $ | 17,656 | | | $ | 117 | | | $ | 52,239 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Common Stocks (000) | |
Beginning Balance | | $ | 167 | | |
Purchases | | | — | | |
Sales | | | — | | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | (50 | ) | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | 117 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022 | | $ | (50 | ) | |
The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2022. Various valuation techniques were used in the valuation of certain investments and weighted based on the level of significance.
| | Fair Value at June 30, 2022 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
Common Stocks | | $ | 117 | | | Reported Capital balance, adjustments for NAV practical expedient; including adjustments for subsequent Capital Calls, Return of Capital and Significant Market Changes between last Capital Statement and Valuation Date | |
Adjusted Capital Balance | | | | | |
| | | | Market Transaction Method | | Transaction Valuation | | $ | 0.003 | | | Increase | |
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net
realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 682 | (a) | | $ | — | | | $ | (682 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $567,000, of which approximately $538,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2022, there was uninvested cash of approximately $29,000, which is not reflected in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $162,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.
(c) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2022:
Remaining Contractual Maturity of the Agreements | |
| | Overnight and Continuous (000) | | <30 days (000) | | Between 30 & 90 days (000) | | >90 days (000) | | Total (000) | |
Securities Lending Transactions | |
Common Stocks | | $ | 567 | | | $ | — | | | $ | — | | | $ | — | | | $ | 567 | | |
Total Borrowings | | $ | 567 | | | $ | — | | | $ | — | | | $ | — | | | $ | 567 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 567 | | |
6. Unfunded Commitments: Subject to the terms of a Subscription Agreement between the Fund and Exeter Industrial Value Fund LP, the Fund has made a subscription commitment of $2,000,000 for which it will receive 2,000,000 shares of common stock. As of June 30, 2022, Exeter Industrial Value Fund LP has drawn down approximately $1,860,000, which represents 93.0% of the commitment.
7. Restricted Securities: The Fund invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Fund may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Fund can sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and the acquirer of the securities. The Fund would, in either case, bear market
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
risks during that period. Restricted securities are identified in the Portfolio of Investments.
8. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
9. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
10. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
The Fund owns shares of REITs which report information on the source of their distributions annually in the following calendar year. A portion of distributions received from REITs during the year is estimated to be a return of capital and is recorded as a reduction of their cost.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with
advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $2 billion | | Over $2 billion | |
0.80% | | 0.75% | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.39% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.00% for Class I shares, 1.35% for Class A shares, 1.85% for Class L shares, 2.10% for Class C shares, 0.94% for Class R6 shares and 0.94% for Class IR shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time that the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $130,000 of advisory fees were waived and approximately $31,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into Sub-Advisory Agreements with the Sub-Advisers, each a wholly-owned subsidiary of Morgan Stanley. The Sub-Advisers provide the Fund with advisory services subject to the overall supervision of the Adviser and the Company's Officers and Directors. The Adviser pays the Sub-Advisers on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $29,845,000 and $50,534,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 259 | | | $ | 9,820 | | | $ | 8,904 | | | $ | 1 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 1,175 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 18,710 | | | $ | 7,102 | | | $ | 4,300 | | | $ | 3,129 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations
which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, due to equalization debits, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$(11,586) | | $11,586 | |
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$6,923 | | $3,795 | |
During the year ended December 31, 2021, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $25,926,000.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 51.1%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Advisers, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser, Sub-Advisers and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were higher than but close to its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other Important Information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Advisers
Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
32
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGRESAN
4875603 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Global Sustain Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 10 | | |
Notes to Financial Statements | | | 15 | | |
Investment Advisory Agreement Approval | | | 21 | | |
Liquidity Risk Management Program | | | 23 | | |
U.S. Customer Privacy Notice | | | 24 | | |
Director and Officer Information | | | 27 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Global Sustain Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
Global Sustain Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Global Sustain Portfolio Class I | | $ | 1,000.00 | | | $ | 793.30 | | | $ | 1,020.33 | | | $ | 4.00 | | | $ | 4.51 | | | | 0.90 | % | |
Global Sustain Portfolio Class A | | | 1,000.00 | | | | 791.80 | | | | 1,018.60 | | | | 5.55 | | | | 6.26 | | | | 1.25 | | |
Global Sustain Portfolio Class L | | | 1,000.00 | | | | 790.00 | | | | 1,016.12 | | | | 7.77 | | | | 8.75 | | | | 1.75 | | |
Global Sustain Portfolio Class C | | | 1,000.00 | | | | 788.80 | | | | 1,015.03 | | | | 8.74 | | | | 9.84 | | | | 1.97 | | |
Global Sustain Portfolio Class R6(1) | | | 1,000.00 | | | | 793.70 | | | | 1,020.58 | | | | 3.78 | | | | 4.26 | | | | 0.85 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
Global Sustain Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.2%) | |
Canada (3.4%) | |
Constellation Software, Inc. | | | 1,976 | | | $ | 2,933 | | |
France (1.5%) | |
L'Oreal SA | | | 3,656 | | | | 1,269 | | |
Germany (6.6%) | |
Deutsche Boerse AG | | | 10,542 | | | | 1,770 | | |
SAP SE | | | 43,197 | | | | 3,938 | | |
| | | 5,708 | | |
Hong Kong (2.1%) | |
AIA Group Ltd. | | | 169,800 | | | | 1,855 | | |
Sweden (1.2%) | |
Atlas Copco AB, Class A | | | 109,908 | | | | 1,029 | | |
Taiwan (2.5%) | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | | 25,944 | | | | 2,121 | | |
United Kingdom (8.6%) | |
Experian PLC | | | 15,060 | | | | 442 | | |
Prudential PLC | | | 100,125 | | | | 1,246 | | |
Reckitt Benckiser Group PLC | | | 59,366 | | | | 4,465 | | |
RELX PLC (LSE) | | | 47,207 | | | | 1,282 | | |
| | | 7,435 | | |
United States (71.3%) | |
Abbott Laboratories | | | 30,505 | | | | 3,314 | | |
Accenture PLC, Class A | | | 14,474 | | | | 4,019 | | |
Alphabet, Inc., Class A (a) | | | 1,131 | | | | 2,465 | | |
Amphenol Corp., Class A | | | 22,705 | | | | 1,462 | | |
Automatic Data Processing, Inc. | | | 7,867 | | | | 1,652 | | |
Baxter International, Inc. | | | 49,268 | | | | 3,164 | | |
Becton Dickinson & Co. | | | 12,894 | | | | 3,179 | | |
Broadridge Financial Solutions, Inc. | | | 7,856 | | | | 1,120 | | |
Coca-Cola Co. | | | 15,029 | | | | 945 | | |
Danaher Corp. | | | 15,666 | | | | 3,972 | | |
Equifax, Inc. | | | 7,503 | | | | 1,371 | | |
Estee Lauder Cos., Inc., Class A | | | 4,017 | | | | 1,023 | | |
Fidelity National Information Services, Inc. | | | 16,152 | | | | 1,481 | | |
Intercontinental Exchange, Inc. | | | 29,646 | | | | 2,788 | | |
IQVIA Holdings, Inc. (a) | | | 8,884 | | | | 1,928 | | |
Medtronic PLC | | | 24,795 | | | | 2,225 | | |
Microsoft Corp. | | | 22,827 | | | | 5,863 | | |
Moody's Corp. | | | 1,623 | | | | 441 | | |
NIKE, Inc., Class B | | | 11,487 | | | | 1,174 | | |
Otis Worldwide Corp. | | | 19,834 | | | | 1,402 | | |
PayPal Holdings, Inc. (a) | | | 6,247 | | | | 436 | | |
Procter & Gamble Co. | | | 14,665 | | | | 2,109 | | |
Roper Technologies, Inc. | | | 4,204 | | | | 1,659 | | |
Stanley Black & Decker, Inc. | | | 12,326 | | | | 1,293 | | |
Steris PLC | | | 1,030 | | | | 212 | | |
Texas Instruments, Inc. | | | 7,909 | | | | 1,215 | | |
Thermo Fisher Scientific, Inc. | | | 6,833 | | | | 3,712 | | |
| | Shares | | Value (000) | |
Visa, Inc., Class A | | | 25,530 | | | $ | 5,027 | | |
Zoetis, Inc. | | | 5,113 | | | | 879 | | |
| | | 61,530 | | |
Total Common Stocks (Cost $83,800) | | | 83,880 | | |
Short-Term Investments (2.2%) | |
Investment Companies (2.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $1,945) | | | 1,944,947 | | | | 1,945 | | |
Total Investments (99.4%) (Cost $85,745) (b)(c) | | | 85,825 | | |
Other Assets in Excess of Liabilities (0.6%) | | | 495 | | |
Net Assets (100.0%) | | $ | 86,320 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) The approximate fair value and percentage of net assets, $17,296,000 and 20.0%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.
(c) At June 30, 2022, the aggregate cost for federal income tax purposes is approximately $85,745,000. The aggregate gross unrealized appreciation is approximately $7,052,000 and the aggregate gross unrealized depreciation is approximately $6,972,000, resulting in net unrealized appreciation of approximately $80,000.
ADR American Depositary Receipt.
LSE London Stock Exchange.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 26.8 | % | |
Software | | | 17.1 | | |
Information Technology Services | | | 16.4 | | |
Health Care Equipment & Supplies | | | 14.4 | | |
Life Sciences Tools & Services | | | 11.5 | | |
Household Products | | | 7.8 | | |
Capital Markets | | | 6.0 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $83,800) | | $ | 83,880 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $1,945) | | | 1,945 | | |
Total Investments in Securities, at Value (Cost $85,745) | | | 85,825 | | |
Receivable for Fund Shares Sold | | | 337 | | |
Receivable for Investments Sold | | | 152 | | |
Dividends Receivable | | | 82 | | |
Tax Reclaim Receivable | | | 35 | | |
Foreign Currency, at Value (Cost $16) | | | 16 | | |
Receivable from Affiliate | | | 1 | | |
Other Assets | | | 61 | | |
Total Assets | | | 86,509 | | |
Liabilities: | |
Payable for Advisory Fees | | | 99 | | |
Payable for Investments Purchased | | | 26 | | |
Payable for Custodian Fees | | | 16 | | |
Payable for Professional Fees | | | 13 | | |
Payable for Fund Shares Redeemed | | | 12 | | |
Payable for Administration Fees | | | 6 | | |
Payable for Shareholder Services Fees — Class A | | | 2 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 4 | | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class L | | | 1 | | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class I | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class A | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | 1 | | |
Other Liabilities | | | 3 | | |
Total Liabilities | | | 189 | | |
Net Assets | | $ | 86,320 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 85,942 | | |
Total Distributable Earnings | | | 378 | | |
Net Assets | | $ | 86,320 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 61,437 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 4,013,397 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.31 | | |
CLASS A: | |
Net Assets | | $ | 7,585 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 498,513 | | |
Net Asset Value, Redemption Price Per Share | | $ | 15.21 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.84 | | |
Maximum Offering Price Per Share | | $ | 16.05 | | |
CLASS L: | |
Net Assets | | $ | 1,275 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 85,558 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.90 | | |
CLASS C: | |
Net Assets | | $ | 4,463 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 307,096 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.53 | | |
CLASS R6:* | |
Net Assets | | $ | 11,561 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 755,156 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.31 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $31 of Foreign Taxes Withheld) | | $ | 733 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 3 | | |
Total Investment Income | | | 736 | | |
Expenses: | |
Advisory Fees (Note B) | | | 335 | | |
Professional Fees | | | 67 | | |
Shareholder Services Fees — Class A (Note D) | | | 11 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 5 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 23 | | |
Administration Fees (Note C) | | | 38 | | |
Sub Transfer Agency Fees — Class I | | | 28 | | |
Sub Transfer Agency Fees — Class A | | | 5 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 2 | | |
Registration Fees | | | 27 | | |
Custodian Fees (Note F) | | | 8 | | |
Shareholder Reporting Fees | | | 8 | | |
Transfer Agency Fees — Class I (Note E) | | | 2 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 3 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 7 | | |
Total Expenses | | | 575 | | |
Waiver of Advisory Fees (Note B) | | | (87 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (13 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (— | @) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (1 | ) | |
Net Expenses | | | 473 | | |
Net Investment Income | | | 263 | | |
Realized Loss: | |
Investments Sold | | | (23 | ) | |
Foreign Currency Translation | | | (3 | ) | |
Net Realized Loss | | | (26 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (23,186 | ) | |
Foreign Currency Translation | | | (5 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (23,191 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (23,217 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (22,954 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 263 | | | $ | 345 | | |
Net Realized Gain (Loss) | | | (26 | ) | | | 1,731 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (23,191 | ) | | | 11,944 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (22,954 | ) | | | 14,020 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (1,373 | ) | |
Class A | | | — | | | | (165 | ) | |
Class L | | | — | | | | (24 | ) | |
Class C | | | — | | | | (76 | ) | |
Class R6* | | | — | | | | (260 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (1,898 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 14,848 | | | | 42,992 | | |
Distributions Reinvested | | | — | | | | 1,257 | | |
Redeemed | | | (17,149 | ) | | | (6,199 | ) | |
Class A: | |
Subscribed | | | 995 | | | | 6,053 | | |
Distributions Reinvested | | | — | | | | 165 | | |
Redeemed | | | (2,122 | ) | | | (1,476 | ) | |
Class L: | |
Exchanged | | | — | | | | 91 | | |
Distributions Reinvested | | | — | | | | 24 | | |
Redeemed | | | (57 | ) | | | (108 | ) | |
Class C: | |
Subscribed | | | 452 | | | | 2,279 | | |
Distributions Reinvested | | | — | | | | 76 | | |
Redeemed | | | (404 | ) | | | (1,062 | ) | |
Class R6:* | |
Subscribed | | | 4 | | | | 3,000 | | |
Distributions Reinvested | | | — | | | | 260 | | |
Redeemed | | | (— | @) | | | (— | @) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (3,433 | ) | | | 47,352 | | |
Total Increase (Decrease) in Net Assets | | | (26,387 | ) | | | 59,474 | | |
Net Assets: | |
Beginning of Period | | | 112,707 | | | | 53,233 | | |
End of Period | | $ | 86,320 | | | $ | 112,707 | | |
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 864 | | | | 2,374 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 67 | | |
Shares Redeemed | | | (1,002 | ) | | | (344 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (138 | ) | | | 2,097 | | |
Class A: | |
Shares Subscribed | | | 59 | | | | 342 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 9 | | |
Shares Redeemed | | | (123 | ) | | | (81 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (64 | ) | | | 270 | | |
Class L: | |
Shares Exchanged | | | — | | | | 6 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (4 | ) | | | (6 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | (4 | ) | | | 1 | | |
Class C: | |
Shares Subscribed | | | 30 | | | | 133 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 4 | | |
Shares Redeemed | | | (24 | ) | | | (61 | ) | |
Net Increase in Class C Shares Outstanding | | | 6 | | | | 76 | | |
Class R6:* | |
Shares Subscribed | | | — | @@ | | | 179 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 14 | | |
Shares Redeemed | | | (— | @@) | | | (— | @@) | |
Net Increase in Class R6 Shares Outstanding | | | — | | | | 193 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Sustain Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 19.30 | | | $ | 16.57 | | | $ | 14.66 | | | $ | 11.58 | | | $ | 12.47 | | | $ | 10.81 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.05 | | | | 0.09 | | | | 0.08 | | | | 0.09 | | | | 0.12 | | | | 0.13 | | |
Net Realized and Unrealized Gain (Loss) | | | (4.04 | ) | | | 2.98 | | | | 2.25 | | | | 3.38 | | | | (0.04 | ) | | | 2.35 | | |
Total from Investment Operations | | | (3.99 | ) | | | 3.07 | | | | 2.33 | | | | 3.47 | | | | 0.08 | | | | 2.48 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.07 | ) | | | (0.06 | ) | | | (0.08 | ) | | | (0.07 | ) | | | (0.13 | ) | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | | | (0.69 | ) | |
Total Distributions | | | — | | | | (0.34 | ) | | | (0.42 | ) | | | (0.39 | ) | | | (0.97 | ) | | | (0.82 | ) | |
Net Asset Value, End of Period | | $ | 15.31 | | | $ | 19.30 | | | $ | 16.57 | | | $ | 14.66 | | | $ | 11.58 | | | $ | 12.47 | | |
Total Return(2) | | | (20.67 | )%(6) | | | 18.62 | % | | | 15.96 | % | | | 30.03 | % | | | 0.60 | % | | | 22.86 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 61,437 | | | $ | 80,097 | | | $ | 34,042 | | | $ | 14,756 | | | $ | 5,891 | | | $ | 5,334 | | |
Ratio of Expenses Before Expense Limitation | | | 1.12 | %(7) | | | 1.17 | % | | | 1.45 | % | | | 1.92 | % | | | 2.86 | % | | | 3.54 | % | |
Ratio of Expenses After Expense Limitation | | | 0.90 | %(3)(7) | | | 0.90 | %(3) | | | 0.90 | %(3) | | | 0.90 | %(3) | | | 0.93 | %(3)(4) | | | 1.00 | %(3) | |
Ratio of Net Investment Income | | | 0.64 | %(3)(7) | | | 0.51 | %(3) | | | 0.52 | %(3) | | | 0.68 | %(3) | | | 0.97 | %(3) | | | 1.10 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 16 | %(6) | | | 11 | % | | | 20 | % | | | 14 | % | | | 76 | % | | | 39 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective April 30, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.90% for Class I shares. Prior to April 30, 2018, the maximum ratio was 1.00% for Class I shares.
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Sustain Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 19.21 | | | $ | 16.51 | | | $ | 14.62 | | | $ | 11.56 | | | $ | 12.44 | | | $ | 10.79 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.02 | | | | 0.03 | | | | 0.03 | | | | 0.05 | | | | 0.07 | | | | 0.08 | | |
Net Realized and Unrealized Gain (Loss) | | | (4.02 | ) | | | 2.96 | | | | 2.23 | | | | 3.36 | | | | (0.03 | ) | | | 2.35 | | |
Total from Investment Operations | | | (4.00 | ) | | | 2.99 | | | | 2.26 | | | | 3.41 | | | | 0.04 | | | | 2.43 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.02 | ) | | | (0.01 | ) | | | (0.04 | ) | | | (0.02 | ) | | | (0.09 | ) | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | | | (0.69 | ) | |
Total Distributions | | | — | | | | (0.29 | ) | | | (0.37 | ) | | | (0.35 | ) | | | (0.92 | ) | | | (0.78 | ) | |
Net Asset Value, End of Period | | $ | 15.21 | | | $ | 19.21 | | | $ | 16.51 | | | $ | 14.62 | | | $ | 11.56 | | | $ | 12.44 | | |
Total Return(2) | | | (20.82 | )%(6) | | | 18.20 | % | | | 15.53 | % | | | 29.53 | % | | | 0.26 | % | | | 22.45 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 7,585 | | | $ | 10,812 | | | $ | 4,839 | | | $ | 2,949 | | | $ | 1,872 | | | $ | 2,243 | | |
Ratio of Expenses Before Expense Limitation | | | 1.43 | %(7) | | | 1.46 | % | | | 1.76 | % | | | 2.25 | % | | | 3.21 | % | | | 3.90 | % | |
Ratio of Expenses After Expense Limitation | | | 1.25 | %(3)(7) | | | 1.22 | %(3) | | | 1.24 | %(3) | | | 1.25 | %(3) | | | 1.28 | %(3)(4) | | | 1.35 | %(3) | |
Ratio of Net Investment Income | | | 0.28 | %(3)(7) | | | 0.18 | %(3) | | | 0.17 | %(3) | | | 0.35 | %(3) | | | 0.57 | %(3) | | | 0.66 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 16 | %(6) | | | 11 | % | | | 20 | % | | | 14 | % | | | 76 | % | | | 39 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective April 30, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.25% for Class A shares. Prior to April 30, 2018, the maximum ratio was 1.35% for Class A shares.
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Sustain Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 18.86 | | | $ | 16.28 | | | $ | 14.48 | | | $ | 11.47 | | | $ | 12.41 | | | $ | 10.76 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | (0.02 | ) | | | (0.05 | ) | | | (0.05 | ) | | | (0.01 | ) | | | 0.01 | | | | 0.03 | | |
Net Realized and Unrealized Gain (Loss) | | | (3.94 | ) | | | 2.90 | | | | 2.21 | | | | 3.33 | | | | (0.04 | ) | | | 2.32 | | |
Total from Investment Operations | | | (3.96 | ) | | | 2.85 | | | | 2.16 | | | | 3.32 | | | | (0.03 | ) | | | 2.35 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | | | (0.69 | ) | |
Total Distributions | | | — | | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.91 | ) | | | (0.70 | ) | |
Net Asset Value, End of Period | | $ | 14.90 | | | $ | 18.86 | | | $ | 16.28 | | | $ | 14.48 | | | $ | 11.47 | | | $ | 12.41 | | |
Total Return(2) | | | (21.00 | )%(6) | | | 17.58 | % | | | 14.97 | % | | | 28.87 | % | | | (0.25 | )% | | | 21.80 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,275 | | | $ | 1,684 | | | $ | 1,441 | | | $ | 1,437 | | | $ | 1,365 | | | $ | 1,611 | | |
Ratio of Expenses Before Expense Limitation | | | 1.96 | %(7) | | | 2.08 | % | | | 2.32 | % | | | 2.77 | % | | | 3.73 | % | | | 4.39 | % | |
Ratio of Expenses After Expense Limitation | | | 1.75 | %(3)(7) | | | 1.75 | %(3) | | | 1.75 | %(3) | | | 1.75 | %(3) | | | 1.78 | %(3)(4) | | | 1.85 | %(3) | |
Ratio of Net Investment Income (Loss) | | | (0.21 | )%(3)(7) | | | (0.27 | )%(3) | | | (0.33 | )%(3) | | | (0.09 | )%(3) | | | 0.04 | %(3) | | | 0.24 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 16 | %(6) | | | 11 | % | | | 20 | % | | | 14 | % | | | 76 | % | | | 39 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective April 30, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.75% for Class L shares. Prior to April 30, 2018, the maximum ratio was 1.85% for Class L shares.
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Sustain Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 18.41 | | | $ | 15.94 | | | $ | 14.22 | | | $ | 11.30 | | | $ | 12.26 | | | $ | 10.67 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(1) | | | (0.03 | ) | | | (0.09 | ) | | | (0.08 | ) | | | (0.05 | ) | | | (0.03 | ) | | | (0.01 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (3.85 | ) | | | 2.83 | | | | 2.16 | | | | 3.28 | | | | (0.02 | ) | | | 2.30 | | |
Total from Investment Operations | | | (3.88 | ) | | | 2.74 | | | | 2.08 | | | | 3.23 | | | | (0.05 | ) | | | 2.29 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | | | (0.69 | ) | |
Total Distributions | | | — | | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.91 | ) | | | (0.70 | ) | |
Net Asset Value, End of Period | | $ | 14.53 | | | $ | 18.41 | | | $ | 15.94 | | | $ | 14.22 | | | $ | 11.30 | | | $ | 12.26 | | |
Total Return(2) | | | (21.12 | )%(6) | | | 17.33 | % | | | 14.68 | % | | | 28.63 | % | | | (0.50 | )% | | | 21.46 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,463 | | | $ | 5,551 | | | $ | 3,594 | | | $ | 2,872 | | | $ | 1,846 | | | $ | 1,430 | | |
Ratio of Expenses Before Expense Limitation | | | 2.16 | %(7) | | | 2.22 | % | | | 2.51 | % | | | 2.97 | % | | | 4.00 | % | | | 4.71 | % | |
Ratio of Expenses After Expense Limitation | | | 1.97 | %(3)(7) | | | 1.97 | %(3) | | | 1.99 | %(3) | | | 1.98 | %(3) | | | 2.02 | %(3)(4) | | | 2.10 | %(3) | |
Ratio of Net Investment Loss | | | (0.42 | )%(3)(7) | | | (0.52 | )%(3) | | | (0.56 | )%(3) | | | (0.38 | )%(3) | | | (0.24 | )%(3) | | | (0.06 | )%(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 16 | %(6) | | | 11 | % | | | 20 | % | | | 14 | % | | | 76 | % | | | 39 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective April 30, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 2.00% for Class C shares. Prior to April 30, 2018, the maximum ratio was 2.10% for Class C shares.
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Global Sustain Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 19.29 | | | $ | 16.57 | | | $ | 14.66 | | | $ | 11.58 | | | $ | 12.47 | | | $ | 10.81 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.06 | | | | 0.11 | | | | 0.09 | | | | 0.11 | | | | 0.05 | | | | 0.14 | | |
Net Realized and Unrealized Gain (Loss) | | | (4.04 | ) | | | 2.96 | | | | 2.25 | | | | 3.37 | | | | 0.04 | | | | 2.34 | | |
Total from Investment Operations | | | (3.98 | ) | | | 3.07 | | | | 2.34 | | | | 3.48 | | | | 0.09 | | | | 2.48 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.08 | ) | | | (0.07 | ) | | | (0.09 | ) | | | (0.08 | ) | | | (0.13 | ) | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | | | (0.69 | ) | |
Total Distributions | | | — | | | | (0.35 | ) | | | (0.43 | ) | | | (0.40 | ) | | | (0.98 | ) | | | (0.82 | ) | |
Net Asset Value, End of Period | | $ | 15.31 | | | $ | 19.29 | | | $ | 16.57 | | | $ | 14.66 | | | $ | 11.58 | | | $ | 12.47 | | |
Total Return(3) | | | (20.63 | )%(7) | | | 18.60 | % | | | 16.00 | % | | | 30.08 | % | | | 0.66 | % | | | 22.91 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 11,561 | | | $ | 14,563 | | | $ | 9,317 | | | $ | 7,450 | | | $ | 4,847 | | | $ | 12 | | |
Ratio of Expenses Before Expense Limitation | | | 1.05 | %(8) | | | 1.12 | % | | | 1.41 | % | | | 1.88 | % | | | 3.12 | % | | | 19.10 | % | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(4)(8) | | | 0.85 | %(4) | | | 0.85 | %(4) | | | 0.85 | %(4) | | | 0.85 | %(4)(5) | | | 0.95 | %(4) | |
Ratio of Net Investment Income | | | 0.70 | %(4)(8) | | | 0.60 | %(4) | | | 0.58 | %(4) | | | 0.79 | %(4) | | | 0.41 | %(4) | | | 1.15 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 16 | %(7) | | | 11 | % | | | 20 | % | | | 14 | % | | | 76 | % | | | 39 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective April 30, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.85% for Class R6 shares. Prior to April 30, 2018, the maximum ratio was 0.95% for Class R6 shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Sustain Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class R6. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at
the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Limited ("MSIM Limited") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own
assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Beverages | | $ | 945 | | | $ | — | | | $ | — | | | $ | 945 | | |
Capital Markets | | | 3,229 | | | | 1,770 | | | | — | | | | 4,999 | | |
Electronic Equipment, Instruments & Components | | | 1,462 | | | | — | | | | — | | | | 1,462 | | |
Health Care Equipment & Supplies | | | 12,094 | | | | — | | | | — | | | | 12,094 | | |
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Household Products | | $ | 2,109 | | | $ | 4,465 | | | $ | — | | | $ | 6,574 | | |
Information Technology Services | | | 13,735 | | | | — | | | | — | | | | 13,735 | | |
Insurance | | | — | | | | 3,101 | | | | — | | | | 3,101 | | |
Interactive Media & Services | | | 2,465 | | | | — | | | | — | | | | 2,465 | | |
Life Sciences Tools & Services | | | 9,612 | | | | — | | | | — | | | | 9,612 | | |
Machinery | | | 2,695 | | | | 1,029 | | | | — | | | | 3,724 | | |
Personal Products | | | 1,023 | | | | 1,269 | | | | — | | | | 2,292 | | |
Pharmaceuticals | | | 879 | | | | — | | | | — | | | | 879 | | |
Professional Services | | | 1,371 | | | | 1,724 | | | | — | | | | 3,095 | | |
Semiconductors & Semiconductor Equipment | | | 3,336 | | | | — | | | | — | | | | 3,336 | | |
Software | | | 10,455 | | | | 3,938 | | | | — | | | | 14,393 | | |
Textiles, Apparel & Luxury Goods | | | 1,174 | | | | — | | | | — | | | | 1,174 | | |
Total Common Stocks | | | 66,584 | | | | 17,296 | | | | — | | | | 83,880 | | |
Short-Term Investments | |
Investment Company | | | 1,945 | | | | — | | | | — | | | | 1,945 | | |
Total Assets | | $ | 68,529 | | | $ | 17,296 | | | $ | — | | | $ | 85,825 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment
transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
or losses pursuant to these contracts and expects the risk of loss to be remote.
5. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
6. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $500 million | | Over $500 million | |
| 0.70 | % | | | 0.65 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.52% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will
not exceed 0.90% for Class I shares, 1.25% for Class A shares, 1.75% for Class L shares, 2.00% for Class C shares and 0.85% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $87,000 of advisory fees were waived and approximately $14,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $15,598,000 and $18,887,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the
Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $1,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 4,494 | | | $ | 15,269 | | | $ | 17,818 | | | $ | 3 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 1,945 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 351 | | | $ | 1,547 | | | $ | 161 | | | $ | 1,129 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2021.
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | 2 | | | $ | 356 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured
revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 47.6%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser, Sub-Adviser and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the three-, and five-year periods but better than its peer group average for the one-year period. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
27
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGQSAN
4873203 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Growth Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 7 | | |
Consolidated Statement of Operations | | | 9 | | |
Consolidated Statements of Changes in Net Assets | | | 10 | | |
Consolidated Financial Highlights | | | 12 | | |
Notes to Consolidated Financial Statements | | | 18 | | |
Investment Advisory Agreement Approval | | | 31 | | |
Liquidity Risk Management Program | | | 33 | | |
U.S. Customer Privacy Notice | | | 34 | | |
Director and Officer Information | | | 37 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Growth Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Expense Example
Growth Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Growth Portfolio Class I | | $ | 1,000.00 | | | $ | 430.90 | | | $ | 1,021.62 | | | $ | 2.27 | | | $ | 3.21 | | | | 0.64 | % | |
Growth Portfolio Class A | | | 1,000.00 | | | | 430.30 | | | | 1,020.33 | | | | 3.19 | | | | 4.51 | | | | 0.90 | | |
Growth Portfolio Class L | | | 1,000.00 | | | | 429.30 | | | | 1,018.10 | | | | 4.78 | | | | 6.76 | | | | 1.35 | | |
Growth Portfolio Class C | | | 1,000.00 | | | | 428.80 | | | | 1,016.81 | | | | 5.70 | | | | 8.05 | | | | 1.61 | | |
Growth Portfolio Class R6(1) | | | 1,000.00 | | | | 431.20 | | | | 1,022.36 | | | | 1.74 | | | | 2.46 | | | | 0.49 | | |
Growth Portfolio Class IR | | | 1,000.00 | | | | 431.20 | | | | 1,022.36 | | | | 1.74 | | | | 2.46 | | | | 0.49 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments
Growth Portfolio
| | Shares | | Value (000) | |
Common Stocks (96.0%) | |
Automobiles (0.4%) | |
Rivian Automotive, Inc., Class A (a) | | | 980,153 | | | $ | 25,229 | | |
Biotechnology (0.7%) | |
Alnylam Pharmaceuticals, Inc. (a) | | | 143,524 | | | | 20,933 | | |
Moderna, Inc. (a) | | | 143,257 | | | | 20,464 | | |
| | | 41,397 | | |
Capital Markets (0.7%) | |
Coinbase Global, Inc., Class A (a)(b) | | | 869,570 | | | | 40,887 | | |
Chemicals (0.4%) | |
Ginkgo Bioworks Holdings, Inc. (a)(b) | | | 9,990,129 | | | | 23,777 | | |
Commercial Services & Supplies (0.2%) | |
Aurora Innovation, Inc. (a) | | | 6,082,706 | | | | 11,618 | | |
Consumer Finance (0.3%) | |
Upstart Holdings, Inc. (a)(b) | | | 523,741 | | | | 16,561 | | |
Electronic Equipment, Instruments & Components (0.0%) (c) | |
Magic Leap, Class A (a)(d)(e) (acquisition cost — $18,812; acquired 12/22/15) | | | 38,705 | | | | — | | |
Entertainment (5.9%) | |
ROBLOX Corp., Class A (a) | | | 8,497,955 | | | | 279,243 | | |
Sea Ltd. ADR (Singapore) (a) | | | 1,246,564 | | | | 83,345 | | |
| | | 362,588 | | |
Health Care Equipment & Supplies (0.6%) | |
Dexcom, Inc. (a) | | | 459,452 | | | | 34,243 | | |
Health Care Providers & Services (3.9%) | |
Agilon health, Inc. (a) | | | 8,468,428 | | | | 184,866 | | |
Guardant Health, Inc. (a) | | | 1,314,244 | | | | 53,016 | | |
| | | 237,882 | | |
Health Care Technology (4.5%) | |
Doximity, Inc., Class A (a) | | | 2,837,720 | | | | 98,810 | | |
GoodRx Holdings, Inc., Class A (a) | | | 3,175,051 | | | | 18,796 | | |
Veeva Systems, Inc., Class A (a) | | | 800,384 | | | | 158,508 | | |
| | | 276,114 | | |
Hotels, Restaurants & Leisure (1.3%) | |
Airbnb, Inc., Class A (a) | | | 869,656 | | | | 77,469 | | |
Information Technology Services (24.7%) | |
Adyen NV (Netherlands) (a) | | | 114,377 | | | | 165,061 | | |
Affirm Holdings, Inc. (a) | | | 1,585,426 | | | | 28,633 | | |
Block, Inc., Class A (a) | | | 2,791,171 | | | | 171,545 | | |
Cloudflare, Inc., Class A (a) | | | 7,153,217 | | | | 312,953 | | |
MongoDB, Inc. (a) | | | 440,232 | | | | 114,240 | | |
Shopify, Inc., Class A (Canada) (a) | | | 9,076,880 | | | | 283,562 | | |
Snowflake, Inc., Class A (a) | | | 3,090,691 | | | | 429,792 | | |
| | | 1,505,786 | | |
Interactive Media & Services (1.5%) | |
ZoomInfo Technologies, Inc., Class A (a) | | | 2,694,881 | | | | 89,578 | | |
| | Shares | | Value (000) | |
Internet & Direct Marketing Retail (12.2%) | |
Chewy, Inc., Class A (a) | | | 3,878,682 | | | $ | 134,668 | | |
Coupang, Inc. (a) | | | 9,214,681 | | | | 117,487 | | |
DoorDash, Inc., Class A (a) | | | 4,790,179 | | | | 307,386 | | |
MercadoLibre, Inc. (a) | | | 181,879 | | | | 115,833 | | |
Wayfair, Inc., Class A (a) | | | 1,575,570 | | | | 68,632 | | |
| | | 744,006 | | |
Leisure Products (0.3%) | |
Peloton Interactive, Inc., Class A (a) | | | 2,136,476 | | | | 19,613 | | |
Life Sciences Tools & Services (2.3%) | |
10X Genomics, Inc., Class A (a) | | | 2,032,798 | | | | 91,984 | | |
Illumina, Inc. (a) | | | 281,511 | | | | 51,899 | | |
| | | 143,883 | | |
Pharmaceuticals (6.7%) | |
Royalty Pharma PLC, Class A | | | 9,787,734 | | | | 411,476 | | |
Road & Rail (6.0%) | |
Grab Holdings Ltd., Class A (Singapore) (a) | | | 30,175,710 | | | | 76,344 | | |
Uber Technologies, Inc. (a) | | | 14,303,746 | | | | 292,655 | | |
| | | 368,999 | | |
Semiconductors & Semiconductor Equipment (3.3%) | |
ASML Holding NV (Netherlands) | | | 427,546 | | | | 203,461 | | |
Software (19.8%) | |
Bill.Com Holdings, Inc. (a) | | | 1,778,968 | | | | 195,580 | | |
Datadog, Inc., Class A (a) | | | 3,462,658 | | | | 329,783 | | |
Trade Desk, Inc. (The), Class A (a) | | | 7,330,121 | | | | 307,059 | | |
Unity Software, Inc. (a) | | | 3,933,964 | | | | 144,849 | | |
Zoom Video Communications, Inc., Class A (a) | | | 2,134,892 | | | | 230,504 | | |
| | | 1,207,775 | | |
Specialty Retail (0.3%) | |
Carvana Co. (a) | | | 761,179 | | | | 17,187 | | |
Total Common Stocks (Cost $8,968,872) | | | 5,859,529 | | |
Preferred Stock (1.7%) | |
Software (1.7%) | |
Databricks, Inc. (a)(d)(e) (acquisition cost — $136,746; acquired 8/31/21) (Cost $136,746) | | | 620,296 | | | | 107,994 | | |
Investment Company (0.8%) | |
Grayscale Bitcoin Trust (a) (Cost $174,869) | | | 4,030,825 | | | | 48,612 | | |
Short-Term Investments (2.9%) | |
Securities held as Collateral on Loaned Securities (1.1%) | |
Investment Company (0.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 54,409,221 | | | | 54,409 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Growth Portfolio
| | Face Amount (000) | | Value (000) | |
Repurchase Agreements (0.2%) | |
HSBC Securities USA, Inc., (1.50%, dated 6/30/22, due 7/1/22; proceeds $4,251; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 2/15/23 - 5/15/32; valued at $4,336) | | $ | 4,251 | | | $ | 4,251 | | |
Merrill Lynch & Co., Inc., (1.46%, dated 6/30/22, due 7/1/22; proceeds $8,230; fully collateralized by a U.S. Government obligation; 1.63% due 5/15/31; valued at $8,395) | | | 8,230 | | | | 8,230 | | |
| | | 12,481 | | |
Total Securities held as Collateral on Loaned Securities (Cost $66,890) | | | 66,890 | | |
| | Shares | | Value (000) | |
Investment Company (1.8%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $110,087) | | | 110,086,819 | | | $ | 110,087 | | |
Total Short-Term Investments (Cost $176,977) | | | 176,977 | | |
Total Investments Excluding Purchased Options (101.4%) (Cost $9,457,464) | | | | | 6,193,112 | | |
Total Purchased Options Outstanding (0.1%) (Cost $58,690) | | | 4,248 | | |
Total Investments (101.5%) (Cost $9,516,154) Including $66,522 of Securities Loaned (f)(g)(h) | | | 6,197,360 | | |
Liabilities in Excess of Other Assets (–1.5%) | | | (94,022 | ) | |
Net Assets (100.0%) | | $ | 6,103,338 | | |
The Fund had the following Derivative Contract — PIPE open at June 30, 2022:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Depreciation (000) | | % of Net Assets | |
Social Capital Suvretta Holdings Corp.III | | ProKidney, LP (a)(d)(e)(i)(j) | | $ | 38,659,530 | | | 12/30/22 | | $ | (5,579 | ) | | | (0.09 | )% | |
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2022.
(c) Amount is less than 0.05%.
(d) Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted securities (excluding 144A holdings) at June 30, 2022 amounts to approximately $102,415,000 and represents 1.7% of net assets.
(e) At June 30, 2022, the Fund held fair valued securities valued at approximately $102,415,000, representing 1.7% of net assets. These securities have been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(f) The approximate fair value and percentage of net assets, $165,061,000 and 2.7%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in the Notes to the Consolidated Portfolio of Investments.
(g) Securities are available for collateral in connection with a derivative contract - PIPE and purchased options.
(h) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $585,991,000 and the aggregate gross unrealized depreciation is approximately $3,910,364,000, resulting in net unrealized depreciation of approximately $3,324,373,000.
(i) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to Purchase 3,865,953 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between ProKidney, LP, and Social Capital Suvretta Holdings Corp. III a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Social Capital Suvretta Holdings Corp. III and ProKidney, LP, is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met, the Fund is no longer obligated to fulfill its commitment to Social Capital Suvretta Holdings Corp. III and ProKidney, LP. The investment is restricted from resale until the settlement date.
(j) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
ADR American Depositary Receipt.
PIPE Private Investment in Public Equity.
SPAC Special Purpose Acquisition Company.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Growth Portfolio
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2022:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.27 | | | Nov-22 | | | 4,217,855,933 | | | | 4,217,856 | | | $ | 4,167 | | | $ | 20,248 | | | $ | (16,081 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.28 | | | Jul-22 | | | 4,097,984,739 | | | | 4,097,985 | | | | 33 | | | | 19,092 | | | | (19,059 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.31 | | | Aug-22 | | | 1,916,631,520 | | | | 1,916,632 | | | | 42 | | | | 13,018 | | | | (12,976 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.38 | | | Jul-22 | | | 1,193,724,935 | | | | 1,193,725 | | | | 6 | | | | 6,332 | | | | (6,326 | ) | |
| | | | | | | | | | | | $ | 4,248 | | | $ | 58,690 | | | $ | (54,442 | ) | |
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Information Technology Services | | | 24.6 | % | |
Other** | | | 23.2 | | |
Software | | | 21.5 | | |
Internet & Direct Marketing Retail | | | 12.1 | | |
Pharmaceuticals | | | 6.7 | | |
Road & Rail | | | 6.0 | | |
Entertainment | | | 5.9 | | |
Total Investments | | | 100.0 | %*** | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2022.
** Industries and/or investment types representing less than 5% of total investments.
*** Does not include an open PIPE contract with unrealized depreciation of approximately $5,579,000
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $9,351,658) | | $ | 6,032,864 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $164,496) | | | 164,496 | | |
Total Investments in Securities, at Value (Cost $9,516,154) | | | 6,197,360 | | |
Foreign Currency, at Value (Cost —@) | | | — | @ | |
Cash from Securities Lending | | | 3,623 | | |
Receivable for Fund Shares Sold | | | 10,179 | | |
Due from Broker | | | 1,710 | | |
Receivable from Securities Lending Income | | | 509 | | |
Receivable from Affiliate | | | 98 | | |
Dividends Receivable | | | 85 | | |
Other Assets | | | 1,027 | | |
Total Assets | | | 6,214,591 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 70,514 | | |
Payable for Fund Shares Redeemed | | | 16,714 | | |
Payable for Advisory Fees | | | 7,580 | | |
Due to Broker | | | 6,565 | | |
Unrealized Depreciation on Derivative Contract — PIPE | | | 5,579 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 1,212 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 1,313 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 28 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 100 | | |
Payable for Shareholder Services Fees — Class A | | | 434 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 39 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 167 | | |
Payable for Administration Fees | | | 423 | | |
Payable for Custodian Fees | | | 99 | | |
Payable for Transfer Agency Fees — Class I | | | 22 | | |
Payable for Transfer Agency Fees — Class A | | | 49 | | |
Payable for Transfer Agency Fees — Class L | | | 4 | | |
Payable for Transfer Agency Fees — Class C | | | 4 | | |
Payable for Transfer Agency Fees — Class R6* | | | 3 | | |
Payable for Transfer Agency Fees — Class IR | | | 1 | | |
Payable for Directors' Fees and Expenses | | | 38 | | |
Payable for Professional Fees | | | 29 | | |
Other Liabilities | | | 336 | | |
Total Liabilities | | | 111,253 | | |
Net Assets | | $ | 6,103,338 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 9,621,360 | | |
Total Accumulated Loss | | | (3,518,022 | ) | |
Net Assets | | $ | 6,103,338 | | |
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 2,209,262 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 69,012,377 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 32.01 | | |
CLASS A: | |
Net Assets | | $ | 1,908,629 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 65,337,238 | | |
Net Asset Value, Redemption Price Per Share | | $ | 29.21 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.62 | | |
Maximum Offering Price Per Share | | $ | 30.83 | | |
CLASS L: | |
Net Assets | | $ | 59,697 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,277,275 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 26.21 | | |
CLASS C: | |
Net Assets | | $ | 190,917 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 7,483,916 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 25.51 | | |
CLASS R6:* | |
Net Assets | | $ | 1,652,529 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 50,872,271 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 32.48 | | |
CLASS IR: | |
Net Assets | | $ | 82,304 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,533,935 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 32.48 | | |
(1) Including: Securities on Loan, at Value: | | $ | 66,522 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $259 of Foreign Taxes Withheld) | | $ | 5,443 | | |
Income from Securities Loaned — Net | | | 1,882 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 208 | | |
Total Investment Income | | | 7,533 | | |
Expenses: | |
Advisory Fees (Note B) | | | 18,687 | | |
Shareholder Services Fees — Class A (Note D) | | | 4,013 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 354 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 1,578 | | |
Sub Transfer Agency Fees — Class I | | | 2,719 | | |
Sub Transfer Agency Fees — Class A | | | 2,486 | | |
Sub Transfer Agency Fees — Class L | | | 44 | | |
Sub Transfer Agency Fees — Class C | | | 192 | | |
Administration Fees (Note C) | | | 3,931 | | |
Registration Fees | | | 430 | | |
Shareholder Reporting Fees | | | 382 | | |
Transfer Agency Fees — Class I (Note E) | | | 54 | | |
Transfer Agency Fees — Class A (Note E) | | | 112 | | |
Transfer Agency Fees — Class L (Note E) | | | 8 | | |
Transfer Agency Fees — Class C (Note E) | | | 6 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 7 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 180 | | |
Directors' Fees and Expenses | | | 86 | | |
Professional Fees | | | 76 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 148 | | |
Total Expenses | | | 35,496 | | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (95 | ) | |
Net Expenses | | | 35,401 | | |
Net Investment Loss | | | (27,868 | ) | |
Realized Gain (Loss): | |
Investments Sold | | | (863,182 | ) | |
Foreign Currency Translation | | | 1 | | |
Net Realized Loss | | | (863,181 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (7,888,304 | ) | |
Foreign Currency Translation | | | (— | @) | |
Derivative Contracts — PIPE | | | (5,579 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (7,893,883 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (8,757,064 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (8,784,932 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (27,868 | ) | | $ | (112,218 | ) | |
Net Realized Gain (Loss) | | | (863,181 | ) | | | 3,557,611 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (7,893,883 | ) | | | (3,430,342 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (8,784,932 | ) | | | 15,051 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (1,288,168 | ) | |
Class A | | | — | | | | (1,170,586 | ) | |
Class L | | | — | | | | (35,712 | ) | |
Class C | | | — | | | | (128,990 | ) | |
Class R6* | | | — | | | | (702,313 | ) | |
Class IR | | | — | | | | (61,993 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (3,387,762 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 1,055,642 | | | | 2,891,895 | | |
Distributions Reinvested | | | — | | | | 1,085,803 | | |
Redeemed | | | (1,811,544 | ) | | | (3,287,298 | ) | |
Class A: | |
Subscribed | | | 181,390 | | | | 1,691,828 | | |
Distributions Reinvested | | | — | | | | 1,133,414 | | |
Redeemed | | | (718,271 | ) | | | (1,799,343 | ) | |
Class L: | |
Exchanged | | | 13 | | | | 315 | | |
Distributions Reinvested | | | — | | | | 35,154 | | |
Redeemed | | | (7,943 | ) | | | (22,201 | ) | |
Class C: | |
Subscribed | | | 28,352 | | | | 158,102 | | |
Distributions Reinvested | | | — | | | | 115,585 | | |
Redeemed | | | (78,161 | ) | | | (127,437 | ) | |
Class R6:* | |
Subscribed | | | 488,613 | | | | 510,697 | | |
Distributions Reinvested | | | — | | | | 681,196 | | |
Redeemed | | | (313,910 | ) | | | (664,133 | ) | |
Class IR: | |
Subscribed | | | 43,687 | | | | 65,967 | | |
Distributions Reinvested | | | — | | | | 61,945 | | |
Redeemed | | | (104,161 | ) | | | (137,888 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (1,236,293 | ) | | | 2,393,601 | | |
Total Decrease in Net Assets | | | (10,021,225 | ) | | | (979,110 | ) | |
Net Assets: | |
Beginning of Period | | | 16,124,563 | | | | 17,103,673 | | |
End of Period | | $ | 6,103,338 | | | $ | 16,124,563 | | |
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 22,556 | | | | 30,517 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 14,262 | | |
Shares Redeemed | | | (37,471 | ) | | | (35,372 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (14,915 | ) | | | 9,407 | | |
Class A: | |
Shares Subscribed | | | 4,094 | | | | 18,774 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 16,292 | | |
Shares Redeemed | | | (16,956 | ) | | | (20,936 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (12,862 | ) | | | 14,130 | | |
Class L: | |
Shares Exchanged | | | — | @ | | | 5 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 562 | | |
Shares Redeemed | | | (207 | ) | | | (280 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | (207 | ) | | | 287 | | |
Class C: | |
Shares Subscribed | | | 697 | | | | 1,988 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,895 | | |
Shares Redeemed | | | (2,034 | ) | | | (1,698 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (1,337 | ) | | | 2,185 | | |
Class R6:* | |
Shares Subscribed | | | 9,715 | | | | 5,170 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 8,826 | | |
Shares Redeemed | | | (6,449 | ) | | | (6,897 | ) | |
Net Increase in Class R6 Shares Outstanding | | | 3,266 | | | | 7,099 | | |
Class IR: | |
Shares Subscribed | | | 853 | | | | 674 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 803 | | |
Shares Redeemed | | | (2,562 | ) | | | (1,454 | ) | |
Net Increase (Decrease) in Class IR Shares Outstanding | | | (1,709 | ) | | | 23 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than 500 shares.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Growth Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 74.29 | | | $ | 91.47 | | | $ | 46.33 | | | $ | 41.75 | | | $ | 41.65 | | | $ | 35.19 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.12 | ) | | | (0.50 | ) | | | (0.38 | ) | | | (0.19 | ) | | | (0.08 | ) | | | (0.11 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (42.16 | ) | | | 1.32 | | | | 54.08 | | | | 9.73 | | | | 3.50 | | | | 15.39 | | |
Total from Investment Operations | | | (42.28 | ) | | | 0.82 | | | | 53.70 | | | | 9.54 | | | | 3.42 | | | | 15.28 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (18.00 | ) | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | | | (8.82 | ) | |
Net Asset Value, End of Period | | $ | 32.01 | | | $ | 74.29 | | | $ | 91.47 | | | $ | 46.33 | | | $ | 41.75 | | | $ | 41.65 | | |
Total Return(3) | | | (56.91 | )%(6) | | | 0.43 | % | | | 115.57 | % | | | 23.16 | % | | | 7.66 | % | | | 43.83 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,209,262 | | | $ | 6,234,787 | | | $ | 6,816,690 | | | $ | 2,440,640 | | | $ | 1,785,893 | | | $ | 991,362 | | |
Ratio of Expenses Before Expense Limitation | | | 0.64 | %(7) | | | 0.56 | % | | | N/A | | | | 0.59 | % | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.64 | %(4)(7) | | | 0.56 | %(4) | | | 0.54 | %(4) | | | 0.58 | %(4) | | | 0.58 | %(4) | | | 0.61 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 0.58 | %(4) | | | N/A | | | | 0.61 | %(4) | |
Ratio of Net Investment Loss | | | (0.49 | )%(4)(7) | | | (0.51 | )%(4) | | | (0.53 | )%(4) | | | (0.38 | )%(4) | | | (0.17 | )%(4) | | | (0.25 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 25 | %(6) | | | 59 | % | | | 60 | % | | | 87 | % | | | 41 | % | | | 55 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Growth Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 67.88 | | | $ | 85.31 | | | $ | 43.57 | | | $ | 39.61 | | | $ | 39.77 | | | $ | 33.97 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.16 | ) | | | (0.70 | ) | | | (0.51 | ) | | | (0.30 | ) | | | (0.19 | ) | | | (0.22 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (38.51 | ) | | | 1.27 | | | | 50.81 | | | | 9.22 | | | | 3.35 | | | | 14.84 | | |
Total from Investment Operations | | | (38.67 | ) | | | 0.57 | | | | 50.30 | | | | 8.92 | | | | 3.16 | | | | 14.62 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (18.00 | ) | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | | | (8.82 | ) | |
Net Asset Value, End of Period | | $ | 29.21 | | | $ | 67.88 | | | $ | 85.31 | | | $ | 43.57 | | | $ | 39.61 | | | $ | 39.77 | | |
Total Return(3) | | | (56.97 | )%(6) | | | 0.16 | % | | | 115.09 | % | | | 22.81 | % | | | 7.39 | % | | | 43.45 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,908,629 | | | $ | 5,307,929 | | | $ | 5,465,808 | | | $ | 2,399,450 | | | $ | 2,043,706 | | | $ | 1,827,833 | | |
Ratio of Expenses Before Expense Limitation | | | 0.90 | %(7) | | | 0.82 | % | | | N/A | | | | 0.84 | % | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.90 | %(4)(7) | | | 0.82 | %(4) | | | 0.79 | %(4) | | | 0.83 | %(4) | | | 0.84 | %(4) | | | 0.88 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 0.83 | %(4) | | | N/A | | | | 0.88 | %(4) | |
Ratio of Net Investment Loss | | | (0.74 | )%(4)(7) | | | (0.77 | )%(4) | | | (0.77 | )%(4) | | | (0.64 | )%(4) | | | (0.43 | )%(4) | | | (0.52 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 25 | %(6) | | | 59 | % | �� | | 60 | % | | | 87 | % | | | 41 | % | | | 55 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Growth Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 61.05 | | | $ | 78.85 | | | $ | 40.77 | | | $ | 37.51 | | | $ | 37.99 | | | $ | 32.90 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.24 | ) | | | (1.03 | ) | | | (0.76 | ) | | | (0.50 | ) | | | (0.39 | ) | | | (0.43 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (34.60 | ) | | | 1.23 | | | | 47.40 | | | | 8.72 | | | | 3.23 | | | | 14.34 | | |
Total from Investment Operations | | | (34.84 | ) | | | 0.20 | | | | 46.64 | | | | 8.22 | | | | 2.84 | | | | 13.91 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (18.00 | ) | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | | | (8.82 | ) | |
Net Asset Value, End of Period | | $ | 26.21 | | | $ | 61.05 | | | $ | 78.85 | | | $ | 40.77 | | | $ | 37.51 | | | $ | 37.99 | | |
Total Return(3) | | | (57.07 | )%(6) | | | (0.30 | )% | | | 114.01 | % | | | 22.22 | % | | | 6.89 | % | | | 42.69 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 59,697 | | | $ | 151,668 | | | $ | 173,317 | | | $ | 93,053 | | | $ | 83,818 | | | $ | 90,177 | | |
Ratio of Expenses Before Expense Limitation | | | 1.35 | %(7) | | | 1.28 | % | | | N/A | | | | 1.33 | % | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.35 | %(4)(7) | | | 1.28 | %(4) | | | 1.29 | %(4) | | | 1.32 | %(4) | | | 1.31 | %(4) | | | 1.42 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 1.32 | %(4) | | | N/A | | | | 1.42 | %(4) | |
Ratio of Net Investment Loss | | | (1.19 | )%(4)(7) | | | (1.24 | )%(4) | | | (1.27 | )%(4) | | | (1.12 | )%(4) | | | (0.90 | )%(4) | | | (1.05 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 25 | %(6) | | | 59 | % | | | 60 | % | | | 87 | % | | | 41 | % | | | 55 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Growth Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 59.49 | | | $ | 77.49 | | | $ | 40.23 | | | $ | 37.17 | | | $ | 37.76 | | | $ | 32.81 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.28 | ) | | | (1.23 | ) | | | (0.93 | ) | | | (0.61 | ) | | | (0.51 | ) | | | (0.51 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (33.70 | ) | | | 1.23 | | | | 46.75 | | | | 8.63 | | | | 3.24 | | | | 14.28 | | |
Total from Investment Operations | | | (33.98 | ) | | | 0.00 | (3) | | | 45.82 | | | | 8.02 | | | | 2.73 | | | | 13.77 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (18.00 | ) | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | | | (8.82 | ) | |
Net Asset Value, End of Period | | $ | 25.51 | | | $ | 59.49 | | | $ | 77.49 | | | $ | 40.23 | | | $ | 37.17 | | | $ | 37.76 | | |
Total Return(4) | | | (57.12 | )%(7) | | | (0.55 | )% | | | 113.48 | % | | | 21.91 | % | | | 6.61 | % | | | 42.37 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 190,917 | | | $ | 524,748 | | | $ | 514,190 | | | $ | 166,303 | | | $ | 92,431 | | | $ | 37,524 | | |
Ratio of Expenses Before Expense Limitation | | | 1.61 | %(8) | | | 1.55 | % | | | N/A | | | | 1.59 | % | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.61 | %(5)(8) | | | 1.55 | %(5) | | | 1.53 | %(5) | | | 1.58 | %(5) | | | 1.57 | %(5) | | | 1.63 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 1.58 | %(5) | | | N/A | | | | 1.63 | %(5) | |
Ratio of Net Investment Loss | | | (1.46 | )%(5)(8) | | | (1.50 | )%(5) | | | (1.51 | )%(5) | | | (1.38 | )%(5) | | | (1.17 | )%(5) | | | (1.26 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 25 | %(7) | | | 59 | % | | | 60 | % | | | 87 | % | | | 41 | % | | | 55 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Growth Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(2) | | 2019(2) | | 2018(2) | | 2017(2) | |
Net Asset Value, Beginning of Period | | $ | 75.32 | | | $ | 92.42 | | | $ | 46.73 | | | $ | 42.04 | | | $ | 41.89 | | | $ | 35.32 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.08 | ) | | | (0.41 | ) | | | (0.32 | ) | | | (0.15 | ) | | | (0.04 | ) | | | (0.07 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (42.76 | ) | | | 1.31 | | | | 54.57 | | | | 9.80 | | | | 3.51 | | | | 15.46 | | |
Total from Investment Operations | | | (42.84 | ) | | | 0.90 | | | | 54.25 | | | | 9.65 | | | | 3.47 | | | | 15.39 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (18.00 | ) | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | | | (8.82 | ) | |
Net Asset Value, End of Period | | $ | 32.48 | | | $ | 75.32 | | | $ | 92.42 | | | $ | 46.73 | | | $ | 42.04 | | | $ | 41.89 | | |
Total Return(4) | | | (56.88 | )%(7) | | | 0.51 | % | | | 115.76 | % | | | 23.26 | % | | | 7.74 | % | | | 43.98 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,652,529 | | | $ | 3,585,865 | | | $ | 3,743,697 | | | $ | 1,560,148 | | | $ | 1,202,659 | | | $ | 1,131,543 | | |
Ratio of Expenses Before Expense Limitation | | | 0.49 | %(8) | | | 0.46 | % | | | N/A | | | | 0.50 | % | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.49 | %(5)(8) | | | 0.46 | %(5) | | | 0.47 | %(5) | | | 0.49 | %(5) | | | 0.50 | %(5) | | | 0.53 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 0.49 | %(5) | | | N/A | | | | 0.53 | %(5) | |
Ratio of Net Investment Loss | | | (0.33 | )%(5)(8) | | | (0.41 | )%(5) | | | (0.45 | )%(5) | | | (0.29 | )%(5) | | | (0.09 | )%(5) | | | (0.16 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 25 | %(7) | | | 59 | % | | | 60 | % | | | 87 | % | | | 41 | % | | | 55 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Growth Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 15, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 75.32 | | | $ | 92.41 | | | $ | 46.73 | | | $ | 42.04 | | | $ | 52.16 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.08 | ) | | | (0.41 | ) | | | (0.31 | ) | | | (0.15 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (42.76 | ) | | | 1.32 | | | | 54.55 | | | | 9.80 | | | | (6.76 | ) | |
Total from Investment Operations | | | (42.84 | ) | | | 0.91 | | | | 54.24 | | | | 9.65 | | | | (6.80 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (18.00 | ) | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | |
Net Asset Value, End of Period | | $ | 32.48 | | | $ | 75.32 | | | $ | 92.41 | | | $ | 46.73 | | | $ | 42.04 | | |
Total Return(4) | | | (56.88 | )%(6) | | | 0.52 | % | | | 115.74 | % | | | 23.26 | % | | | (13.48 | )%(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 82,304 | | | $ | 319,566 | | | $ | 389,971 | | | $ | 269,241 | | | $ | 149,578 | | |
Ratio of Expenses Before Expense Limitation | | | 0.49 | %(8) | | | 0.46 | % | | | N/A | | | | 0.50 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.49 | %(5)(8) | | | 0.46 | %(5) | | | 0.47 | %(5) | | | 0.49 | %(5) | | | 0.49 | %(5)(8) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 0.49 | %(5) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.32 | )%(5)(8) | | | (0.41 | )%(5) | | | (0.45 | )%(5) | | | (0.30 | )%(5) | | | (0.14 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(8) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 25 | %(6) | | | 59 | % | | | 60 | % | | | 87 | % | | | 41 | % | |
(1) Not consolidated.
(2) Commencement of Offering.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Not annualized.
(7) Amount is less than 0.005%.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Growth Portfolio. The Fund seeks long-term capital appreciation by investing primarily in growth-oriented equity securities of large capitalization companies.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi- Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Growth Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2022, the Subsidiary represented approximately $54,689,000 or approximately 0.90% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (5) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by
the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (7) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (8) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
(unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Automobiles | | $ | 25,229 | | | $ | — | | | $ | — | | | $ | 25,229 | | |
Biotechnology | | | 41,397 | | | | — | | | | — | | | | 41,397 | | |
Capital Markets | | | 40,887 | | | | — | | | | — | | | | 40,887 | | |
Chemicals | | | 23,777 | | | | — | | | | — | | | | 23,777 | | |
Commercial Services & Supplies | | | 11,618 | | | | — | | | | — | | | | 11,618 | | |
Consumer Finance | | | 16,561 | | | | — | | | | — | | | | 16,561 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (Cont'd) | |
Electronic Equipment, Instruments & Components | | $ | — | | | $ | — | | | $ | — | † | | $ | — | † | |
Entertainment | | | 362,588 | | | | — | | | | — | | | | 362,588 | | |
Health Care Equipment & Supplies | | | 34,243 | | | | — | | | | — | | | | 34,243 | | |
Health Care Providers & Services | | | 237,882 | | | | — | | | | — | | | | 237,882 | | |
Health Care Technology | | | 276,114 | | | | — | | | | — | | | | 276,114 | | |
Hotels, Restaurants & Leisure | | | 77,469 | | | | — | | | | — | | | | 77,469 | | |
Information Technology Services | | | 1,340,725 | | | | 165,061 | | | | — | | | | 1,505,786 | | |
Interactive Media & Services | | | 89,578 | | | | — | | | | — | | | | 89,578 | | |
Internet & Direct Marketing Retail | | | 744,006 | | | | — | | | | — | | | | 744,006 | | |
Leisure Products | | | 19,613 | | | | — | | | | — | | | | 19,613 | | |
Life Sciences Tools & Services | | | 143,883 | | | | — | | | | — | | | | 143,883 | | |
Pharmaceuticals | | | 411,476 | | | | — | | | | — | | | | 411,476 | | |
Road & Rail | | | 368,999 | | | | — | | | | — | | | | 368,999 | | |
Semiconductors & Semiconductor Equipment | | | 203,461 | | | | — | | | | — | | | | 203,461 | | |
Software | | | 1,207,775 | | | | — | | | | — | | | | 1,207,775 | | |
Specialty Retail | | | 17,187 | | | | — | | | | — | | | | 17,187 | | |
Total Common Stocks | | | 5,694,468 | | | | 165,061 | | | | — | † | | | 5,859,529 | † | |
Preferred Stock | |
Software | | | — | | | | — | | | | 107,994 | | | | 107,994 | | |
Investment Company | | | 48,612 | | | | — | | | | — | | | | 48,612 | | |
Call Options Purchased | | | — | | | | 4,248 | | | | — | | | | 4,248 | | |
Short-Term Investments | |
Investment Company | | | 164,496 | | | | — | | | | — | | | | 164,496 | | |
Repurchase Agreements | | | — | | | | 12,481 | | | | — | | | | 12,481 | | |
Total Short-Term Investments | | | 164,496 | | | | 12,481 | | | | — | | | | 176,977 | | |
Total Assets | | | 5,907,576 | | | | 181,790 | | | | 107,994 | † | | | 6,197,360 | † | |
Liabilities: | |
Derivative Contract — PIPE | | | — | | | | — | | | | (5,579 | ) | | | (5,579 | ) | |
Total | | $ | 5,907,576 | | | $ | 181,790 | | | $ | 102,415 | † | | $ | 6,191,781 | † | |
† Includes a security valued at zero.
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Common Stock (000) | | Preferred Stock (000) | | Derivative Contract — PIPE (000) | |
Beginning Balance | | $ | — | | | $ | 139,951 | † | | $ | — | | |
Purchases | | | — | | | | — | | | | — | | |
Sales | | | — | | | | — | | | | — | | |
PIPE transaction | | | — | | | | — | | | | (5,579 | ) | |
Amortization of discount | | | — | | | | — | | | | — | | |
Transfers in | | | — | † | | | — | | | | — | | |
Transfers out | | | — | | | | (— | )† | | | — | | |
Corporate actions | | | — | | | | — | | | | — | | |
Change in unrealized appreciation (depreciation) | | | — | | | | (31,957 | ) | | | — | | |
Realized gains (losses) | | | — | | | | — | | | | — | | |
Ending Balance | | $ | — | † | | $ | 107,994 | | | $ | (5,579 | ) | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022 | | $ | — | | | $ | (31,957 | ) | | $ | (5,579 | ) | |
† Includes a security valued at zero.
The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2022. Various valuation techniques were used in the valuation of certain investments and weighted based on the level of significance. The Fund calculated the weighted averages of the unobservable inputs relative to each investment's fair value as of June 30, 2022:
| | Fair Value at June 30, 2022 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
Preferred Stock | | $ | 107,994 | | | Discounted Cash Flow | | Weighted Average Cost of Capital Perpetual Growth Rate | | | 13.5% 3.5% | | | Decrease Increase | |
| | | | Market Comparable Companies | | Enterprise Value/ Revenue | | | 25.0x | | | Increase | |
| | | | | | Discount for Lack of Marketability | | | 14.0% | | | Decrease | |
PIPE | | $ | (5,579 | ) | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | |
14.0% | | |
Decrease | |
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a
market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs,
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of
investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in
Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2022, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Consolidated Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The following tables set forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 4,248 | (a) | |
| | Liability Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Depreciation on Derivative Contract — PIPE | | Equity Risk | | $ | (5,579 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (33,678 | )(b) | |
(b) Amounts are included in Realized Gain (Loss) on Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | 16,013 | (c) | �� |
Equity Risk | | Derivative Contract — PIPE | | | (5,579 | ) | |
| | Total | | $ | 10,434 | | |
(c) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets (000) | | Liabilities (000) | |
Purchased Options | | $ | 4,248 | (a)(d) | | $ | — | | |
Derivative Contract — PIPE | | | — | | | | (5,579 | )(e) | |
Total | | $ | 4,248 | | | $ | (5,579 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
(e) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(f) (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | 4,167 | | | $ | — | | | $ | (4,167 | ) | | $ | 0 | | |
JP Morgan Chase Bank NA | | | 81 | | | | — | | | | (81 | ) | | | 0 | | |
Total | | $ | 4,248 | | | $ | — | | | $ | (4,248 | ) | | $ | 0 | | |
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(f) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 12,525,389,000 | | |
Derivative Contract — PIPE: | |
Average monthly notional amount | | $ | 38,660,000 | | |
6. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Consolidated Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 66,522 | (g) | | $ | — | | | $ | (66,522 | )(h)(i) | | $ | 0 | | |
(g) Represents market value of loaned securities at period end.
(h) The Fund received cash collateral of approximately $70,514,000, of which approximately $66,890,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments. As of June 30, 2022, there was uninvested cash of approximately $3,624,000, which is not reflected in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $1,782,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Consolidated Portfolio of Investments.
(i) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2022:
Remaining Contractual Maturity of the Agreements | |
| | Overnight and Continuous (000) | | <30 days (000) | | Between 30 & 90 days (000) | | >90 days (000) | | Total (000) | |
Securities Lending Transactions | |
Common Stocks | | $ | 70,514 | | | $ | — | | | $ | — | | | $ | — | | | $ | 70,514 | | |
Total Borrowings | | $ | 70,514 | | | $ | — | | | $ | — | | | $ | — | | | $ | 70,514 | | |
Gross amount of recognized liabilities for securities lending transactions | | $ | 70,514 | | |
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
7. Restricted Securities: The Fund invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Fund may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Fund can sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and the acquirer of the securities. The Fund would, in either case, bear market risks during that period.
Restricted securities are identified in the Consolidated Portfolio of Investments.
8. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
9. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
10. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate
methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Next $1 billion | | Next $1 billion | | Over $3 billion | |
| 0.50 | % | | | 0.45 | % | | | 0.40 | % | | | 0.35 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.38% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.80% for Class I shares, 1.15% for Class A shares, 1.65% for Class L shares, 1.90% for Class C shares, 0.73% for Class R6 shares and 0.73% for Class IR shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. This arrangement had no effect for the six months ended June 30, 2022.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment
purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $2,536,359,000 and $3,568,158,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $95,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 345,484 | | | $ | 1,742,836 | | | $ | 1,923,824 | | | $ | 208 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 164,496 | | |
During the six months ended June 30, 2022, the Fund incurred approximately $15,000 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator, Sub-Adviser and Distributor, for portfolio transactions executed on behalf of the Fund.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Company has an unfunded noncontributory defined benefit pension plan covering certain independent Directors of the Company who will have served as independent Directors for at least five years at the time of retirement. Benefits under this plan are based on factors which include years of service and compensation. The Directors voted to close the plan to new participants and eliminate the future benefits growth due to increases to compensation after July 31, 2003. Aggregate pension costs for the six months ended June 30, 2022, included in "Directors' fees and expenses" in the Consolidated Statement of Operations amounted to approximately $1,000. At June 30, 2022, the Fund had an accrued pension liability of approximately $38,000, which is reflected as "Payable for Directors' fees and Expenses" in the Consolidated Statement of Assets and Liabilities.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are
no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 709,582 | | | $ | 2,678,180 | | | $ | 345,276 | | | $ | 1,154,186 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to equalization debits, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$(368,471) | | $368,471 | |
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$— | | $724,751 | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 31.0%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and
advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders,
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the three- and five-year periods but below its peer group average for the one-year period. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
32
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
33
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
34
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
35
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
36
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
37
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGRWSAN
4873715 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Inception Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 8 | | |
Consolidated Statement of Operations | | | 10 | | |
Consolidated Statements of Changes in Net Assets | | | 11 | | |
Consolidated Financial Highlights | | | 13 | | |
Notes to Consolidated Financial Statements | | | 18 | | |
Investment Advisory Agreement Approval | | | 31 | | |
Liquidity Risk Management Program | | | 33 | | |
U.S. Customer Privacy Notice | | | 34 | | |
Director and Officer Information | | | 37 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Inception Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Expense Example
Inception Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs, including redemption fees; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and redemption fees. Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Inception Portfolio Class I | | $ | 1,000.00 | | | $ | 470.10 | | | $ | 1,019.84 | | | $ | 3.65 | | | $ | 5.01 | | | | 1.00 | % | |
Inception Portfolio Class A | | | 1,000.00 | | | | 469.70 | | | | 1,018.10 | | | | 4.92 | | | | 6.76 | | | | 1.35 | | |
Inception Portfolio Class L | | | 1,000.00 | | | | 468.20 | | | | 1,015.62 | | | | 6.73 | | | | 9.25 | | | | 1.85 | | |
Inception Portfolio Class C | | | 1,000.00 | | | | 467.90 | | | | 1,014.38 | | | | 7.64 | | | | 10.49 | | | | 2.10 | | |
Inception Portfolio Class R6(1) | | | 1,000.00 | | | | 470.20 | | | | 1,020.18 | | | | 3.39 | | | | 4.66 | | | | 0.93 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments
Inception Portfolio
| | Shares | | Value (000) | |
Common Stocks (94.9%) | |
Airlines (0.5%) | |
Joby Aviation, Inc. (a)(b) | | | 485,873 | | | $ | 2,386 | | |
Biotechnology (3.1%) | |
4D Molecular Therapeutics, Inc. (a) | | | 85,554 | | | | 597 | | |
Beam Therapeutics, Inc. (a) | | | 56,625 | | | | 2,192 | | |
C4 Therapeutics, Inc. (a) | | | 101,739 | | | | 767 | | |
Century Therapeutics, Inc. (a)(b) | | | 171,321 | | | | 1,439 | | |
Fate Therapeutics, Inc. (a) | | | 96,883 | | | | 2,401 | | |
Graphite Bio, Inc. (a) | | | 262,111 | | | | 721 | | |
Intellia Therapeutics, Inc. (a) | | | 87,007 | | | | 4,504 | | |
Relay Therapeutics, Inc. (a) | | | 90,402 | | | | 1,514 | | |
Senti Biosciences, Inc. (a) | | | 347,156 | | | | 682 | | |
Senti Biosciences, Inc. (a)(c) | | | 70,441 | | | | 128 | | |
Senti Biosciences, Inc. Founder Shares (a)(c) | | | 144,566 | | | | 243 | | |
| | | 15,188 | | |
Chemicals (0.6%) | |
Ginkgo Bioworks Holdings, Inc. (a)(b) | | | 809,632 | | | | 1,927 | | |
Zymergen, Inc. (a) | | | 888,456 | | | | 1,093 | | |
| | | 3,020 | | |
Commercial Services & Supplies (0.2%) | |
Aurora Innovation, Inc. (a) | | | 510,489 | | | | 975 | | |
Communications Equipment (1.5%) | |
Calix, Inc. (a) | | | 221,711 | | | | 7,569 | | |
Consumer Finance (1.1%) | |
Upstart Holdings, Inc. (a)(b) | | | 164,585 | | | | 5,204 | | |
Diversified Consumer Services (2.2%) | |
Duolingo, Inc. (a)(b) | | | 123,506 | | | | 10,813 | | |
Diversified Holding Companies (3.9%) | |
Big Sky Growth Partners, Inc. (Units) SPAC (a)(d) | | | 690,073 | | | | 6,756 | | |
Meli Kaszek Pioneer Corp., SPAC (a) | | | 483,316 | | | | 4,785 | | |
Ribbit LEAP Ltd. (Units) SPAC (a)(d) | | | 369,035 | | | | 3,676 | | |
TCV Acquisition Corp., Class A SPAC (a) | | | 389,788 | | | | 3,800 | | |
| | | 19,017 | | |
Diversified Telecommunication Services (4.5%) | |
Anterix, Inc. (a) | | | 537,891 | | | | 22,091 | | |
Electrical Equipment (0.3%) | |
Heliogen, Inc. (a)(b) | | | 781,837 | | | | 1,650 | | |
Health Care Equipment & Supplies (2.5%) | |
Angle PLC (United Kingdom) (a) | | | 1,868,938 | | | | 2,207 | | |
Figs, Inc., Class A (a) | | | 960,212 | | | | 8,748 | | |
Outset Medical, Inc. (a) | | | 100,564 | | | | 1,494 | | |
| | | 12,449 | | |
Health Care Providers & Services (11.6%) | |
23andMe Holding Co., Class A (a)(b) | | | 882,641 | | | | 2,189 | | |
Agilon health, Inc. (a) | | | 1,614,634 | | | | 35,248 | | |
Alignment Healthcare, Inc. (a) | | | 245,092 | | | | 2,797 | | |
Guardant Health, Inc. (a) | | | 92,351 | | | | 3,725 | | |
Oak Street Health, Inc. (a) | | | 147,047 | | | | 2,417 | | |
| | Shares | | Value (000) | |
Privia Health Group, Inc. (a) | | | 290,117 | | | $ | 8,448 | | |
Signify Health, Inc., Class A (a) | | | 157,469 | | | | 2,173 | | |
| | | 56,997 | | |
Health Care Technology (7.8%) | |
Doximity, Inc., Class A (a) | | | 717,905 | | | | 24,998 | | |
GoodRx Holdings, Inc., Class A (a) | | | 1,057,833 | | | | 6,262 | | |
Inspire Medical Systems, Inc. (a) | | | 13,596 | | | | 2,484 | | |
Schrodinger, Inc. (a) | | | 114,092 | | | | 3,013 | | |
Teladoc Health, Inc. (a) | | | 45,924 | | | | 1,525 | | |
| | | 38,282 | | |
Hotels, Restaurants & Leisure (1.2%) | |
Membership Collective Group, Inc., Class A (a)(b) | | | 931,642 | | | | 6,037 | | |
Household Durables (1.7%) | |
Cricut, Inc., Class A (a)(b) | | | 347,194 | | | | 2,132 | | |
Victoria PLC (United Kingdom) (a) | | | 1,138,976 | | | | 6,257 | | |
| | | 8,389 | | |
Information Technology Services (8.1%) | |
Affirm Holdings, Inc. (a) | | | 883,137 | | | | 15,950 | | |
Dlocal Ltd. (a) | | | 422,026 | | | | 11,078 | | |
Fastly, Inc., Class A (a) | | | 437,820 | | | | 5,083 | | |
Marqeta, Inc., Class A (a) | | | 932,934 | | | | 7,566 | | |
| | | 39,677 | | |
Insurance (0.5%) | |
Trupanion, Inc. (a) | | | 44,523 | | | | 2,683 | | |
Internet & Direct Marketing Retail (5.5%) | |
BARK, Inc. (a) | | | 1,463,960 | | | | 1,874 | | |
Farfetch Ltd., Class A (a) | | | 1,195,284 | | | | 8,558 | | |
Global-e Online Ltd. (Israel) (a) | | | 832,420 | | | | 16,790 | | |
| | | 27,222 | | |
Leisure Products (0.8%) | |
Peloton Interactive, Inc., Class A (a) | | | 399,334 | | | | 3,666 | | |
Life Sciences Tools & Services (5.5%) | |
10X Genomics, Inc., Class A (a) | | | 364,755 | | | | 16,505 | | |
MaxCyte, Inc. (a) | | | 545,679 | | | | 2,581 | | |
NanoString Technologies, Inc. (a) | | | 114,950 | | | | 1,460 | | |
Seer, Inc. (a) | | | 278,350 | | | | 2,491 | | |
SomaLogic, Inc. (a) | | | 449,020 | | | | 2,030 | | |
Standard BioTools Inc. (a) | | | 1,214,333 | | | | 1,943 | | |
| | | 27,010 | | |
Media (0.5%) | |
Cardlytics, Inc. (a) | | | 99,790 | | | | 2,226 | | |
Metals & Mining (1.2%) | |
MP Materials Corp. (a) | | | 181,861 | | | | 5,834 | | |
Pharmaceuticals (0.9%) | |
ATAI Life Sciences NV (a)(b) | | | 646,175 | | | | 2,352 | | |
GH Research PLC (a)(b) | | | 184,584 | | | | 1,842 | | |
| | | 4,194 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Inception Portfolio
| | Shares | | Value (000) | |
Professional Services (1.2%) | |
Upwork, Inc. (a) | | | 291,313 | | | $ | 6,024 | | |
Real Estate Management & Development (2.0%) | |
Opendoor Technologies, Inc. (a)(b) | | | 447,327 | | | | 2,107 | | |
Redfin Corp. (a)(b) | | | 240,572 | | | | 1,982 | | |
WeWork, Inc., Class A REIT (a)(b) | | | 1,156,592 | | | | 5,806 | | |
| | | 9,895 | | |
Software (23.9%) | |
Appian Corp. (a) | | | 54,799 | | | | 2,595 | | |
Avalara, Inc. (a) | | | 60,934 | | | | 4,302 | | |
Cipher Mining, Inc. (a) | | | 745,661 | | | | 1,022 | | |
Clear Secure, Inc., Class A (a)(b) | | | 359,807 | | | | 7,196 | | |
Clearwater Analytics Holdings, Inc. (a) | | | 204,665 | | | | 2,464 | | |
Confluent, Inc., Class A (a) | | | 262,129 | | | | 6,092 | | |
Gitlab, Inc., Class A (a) | | | 542,835 | | | | 28,846 | | |
HashiCorp, Inc., Class A (a)(b) | | | 141,678 | | | | 4,171 | | |
ironSource Ltd., Class A (Israel) (a) | | | 949,895 | | | | 2,261 | | |
Latch, Inc. (a)(b) | | | 840,317 | | | | 958 | | |
MicroStrategy, Inc., Class A (a)(b) | | | 9,288 | | | | 1,526 | | |
Olo, Inc., Class A (a) | | | 1,575,012 | | | | 15,545 | | |
Procore Technologies, Inc. (a) | | | 375,932 | | | | 17,064 | | |
Qualtrics International, Inc., Class A (a) | | | 174,134 | | | | 2,178 | | |
Samsara, Inc., Class A (a) | | | 1,650,282 | | | | 18,434 | | |
UiPath, Inc., Class A (a) | | | 140,028 | | | | 2,547 | | |
| | | 117,201 | | |
Specialty Retail (0.4%) | |
Warby Parker, Inc., Class A (a)(b) | | | 151,711 | | | | 1,708 | | |
Textiles, Apparel & Luxury Goods (1.4%) | |
On Holding AG, Class A (Switzerland) (a)(b) | | | 385,571 | | | | 6,821 | | |
Trading Companies & Distributors (0.3%) | |
EVI Industries, Inc. (a) | | | 154,007 | | | | 1,539 | | |
Total Common Stocks (Cost $795,975) | | | 465,767 | | |
Preferred Stocks (2.6%) | |
Health Care Technology (1.4%) | |
Grand Rounds, Inc. Series B (a)(c)(e) (acquisition cost — $3,362; acquired 7/3/14) | | | 3,269,139 | | | | 6,800 | | |
Software (1.2%) | |
Lookout, Inc. Series F (a)(c)(e) (acquisition cost — $13,476; acquired 6/17/14) | | | 1,179,743 | | | | 6,123 | | |
Total Preferred Stocks (Cost $16,838) | | | 12,923 | | |
Investment Company (0.7%) | |
Grayscale Bitcoin Trust (a) (Cost $10,612) | | | 273,659 | | | | 3,300 | | |
Warrants (0.0%) (f) | |
Internet & Direct Marketing Retail (0.0%) (f) | |
BARK, Inc. expires 5/1/26 (a) | | | 209,825 | | | | 40 | | |
Life Sciences Tools & Services (0.0%) (f) | |
SomaLogic, Inc. expires 8/31/26 (a) | | | 61,142 | | | | 46 | | |
Total Warrants (Cost $1,304) | | | 86 | | |
| | Shares | | Value (000) | |
Short-Term Investments (11.5%) | |
Securities held as Collateral on Loaned Securities (9.6%) | |
Investment Company (7.8%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 38,423,634 | | | $ | 38,424 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (1.8%) | |
HSBC Securities USA, Inc., (1.50%, dated 6/30/22, due 7/1/22; proceeds $3,002; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 2/15/23 - 5/15/32; valued at $3,062) | | $ | 3,002 | | | | 3,002 | | |
Merrill Lynch & Co., Inc., (1.46%, dated 6/30/22, due 7/1/22; proceeds $5,812; fully collateralized by U.S. Government obligation; 1.63% due 5/15/31; valued at $5,929) | | | 5,812 | | | | 5,812 | | |
| | | 8,814 | | |
Total Securities held as Collateral on Loaned Securities (Cost $47,238) | | | 47,238 | | |
| | Shares | | | |
Investment Company (1.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $9,343) | | | 9,343,433 | | | | 9,343 | | |
Total Short-Term Investments (Cost $56,581) | | | 56,581 | | |
Total Investments Excluding Purchased Options (109.7%) (Cost $881,310) | | | | | 538,657 | | |
Total Purchased Options Outstanding (0.1%) (Cost $6,305) | | | 421 | | |
Total Investments (109.8%) (Cost $887,615) Including $50,420 of Securities Loaned (g)(h)(i) | | | 539,078 | | |
Liabilities in Excess of Other Assets (–9.8%) | | | (48,310 | ) | |
Net Assets (100.0%) | | $ | 490,768 | | |
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Inception Portfolio
The Fund had the following Derivative Contract — PIPE open at June 30, 2022:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Depreciation (000) | | % of Net Assets | |
Social Capital Suvretta Holdings Corp.III | | ProKidney, LP (a)(c)(e)(j)(k) | | $ | 3,321,670 | | | 12/30/22 | | $ | (479 | ) | | | (0.10 | )% | |
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2022.
(c) Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted securities (excluding 144A holdings) at June 30, 2022 amounts to approximately $12,815,000 and represents 2.6% of net assets.
(d) Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.
(e) At June 30, 2022, the Fund held fair valued securities valued at approximately $12,444,000, representing 2.5% of net assets. These securities have been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(f) Amount is less than 0.05%.
(g) The approximate fair value and percentage of net assets, $8,464,000 and 1.7%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in the Notes to the Consolidated Portfolio of Investments.
(h) Securities are available for collateral in connection with a derivative contract - PIPE and purchased options.
(i) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $8,517,000 and the aggregate gross unrealized depreciation is approximately $357,533,000, resulting in net unrealized depreciation of approximately $349,016,000.
(j) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to Purchase 332,167 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between ProKidney, LP, and Social Capital Suvretta Holdings Corp. III a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Social Capital Suvretta Holdings Corp. III and ProKidney, LP, is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met, the Fund is no longer obligated to fulfill its commitment to Social Capital Suvretta Holdings Corp. III and ProKidney, LP. The investment is restricted from resale until the settlement date.
(k) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
PIPE Private Investment in Public Equity.
REIT Real Estate Investment Trust.
SPAC Special Purpose Acquisition Company.
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2022:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.27 | | | Nov-22 | | | 416,376,103 | | | | 416,376 | | | $ | 411 | | | $ | 1,999 | | | $ | (1,588 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.28 | | | Jul-22 | | | 468,635,786 | | | | 468,636 | | | | 4 | | | | 2,184 | | | | (2,180 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.31 | | | Aug-22 | | | 208,653,359 | | | | 208,653 | | | | 5 | | | | 1,417 | | | | (1,412 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.38 | | | Jul-22 | | | 132,899,103 | | | | 132,899 | | | | 1 | | | | 705 | | | | (704 | ) | |
| | | | | | | | | | | | $ | 421 | | | $ | 6,305 | | | $ | (5,884 | ) | |
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Inception Portfolio
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 35.0 | % | |
Software | | | 25.1 | | |
Health Care Providers & Services | | | 11.6 | | |
Health Care Technology | | | 9.2 | | |
Information Technology Services | | | 8.1 | | |
Internet & Direct Marketing Retail | | | 5.5 | | |
Life Sciences Tools & Services | | | 5.5 | | |
Total Investments | | | 100.0 | %*** | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2022.
** Industries and/or investment types representing less than 5% of total investments.
*** Does not include open PIPE contract with total unrealized depreciation of approximately $479,000.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $839,848) | | $ | 491,311 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $47,767) | | | 47,767 | | |
Total Investments in Securities, at Value (Cost $887,615) | | | 539,078 | | |
Foreign Currency, at Value (Cost $1) | | | — | @ | |
Cash from Securities Lending | | | 2,559 | | |
Receivable for Investments Sold | | | 6,968 | | |
Receivable for Fund Shares Sold | | | 345 | | |
Receivable from Securities Lending Income | | | 294 | | |
Receivable from Affiliate | | | 6 | | |
Interest Receivable | | | (— | @) | |
Other Assets | | | 262 | | |
Total Assets | | | 549,512 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 49,797 | | |
Payable for Investments Purchased | | | 5,315 | | |
Payable for Fund Shares Redeemed | | | 1,006 | | |
Payable for Advisory Fees | | | 858 | | |
Unrealized Depreciation on Derivative Contract — PIPE | | | 479 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 327 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 258 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | 10 | | |
Due to Broker | | | 530 | | |
Payable for Shareholder Services Fees — Class A | | | 37 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 10 | | |
Payable for Administration Fees | | | 35 | | |
Payable for Professional Fees | | | 27 | | |
Payable for Transfer Agency Fees — Class I | | | 4 | | |
Payable for Transfer Agency Fees — Class A | | | 4 | | |
Payable for Transfer Agency Fees — Class L | | | 1 | | |
Payable for Transfer Agency Fees — Class C | | | 3 | | |
Payable for Transfer Agency Fees — Class R6* | | | 1 | | |
Payable for Custodian Fees | | | 5 | | |
Other Liabilities | | | 36 | | |
Total Liabilities | | | 58,744 | | |
Net Assets | | $ | 490,768 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 1,535,688 | | |
Total Accumulated Loss | | | (1,044,920 | ) | |
Net Assets | | $ | 490,768 | | |
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 240,004 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 25,838,570 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.29 | | |
CLASS A: | |
Net Assets | | $ | 168,586 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 27,205,270 | | |
Net Asset Value, Redemption Price Per Share | | $ | 6.20 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.34 | | |
Maximum Offering Price Per Share | | $ | 6.54 | | |
CLASS L: | |
Net Assets | | $ | 858 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 166,735 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 5.15 | | |
CLASS C: | |
Net Assets | | $ | 11,626 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,019,518 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 5.76 | | |
CLASS R6:* | |
Net Assets | | $ | 69,694 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 7,412,413 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.40 | | |
(1) Including: Securities on Loan, at Value: | | $ | 50,420 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Income from Securities Loaned — Net | | $ | 1,909 | | |
Dividends from Securities of Unaffiliated Issuers | | | 233 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 15 | | |
Total Investment Income | | | 2,157 | | |
Expenses: | |
Advisory Fees (Note B) | | | 3,624 | | |
Sub Transfer Agency Fees — Class I | | | 515 | | |
Sub Transfer Agency Fees — Class A | | | 341 | | |
Sub Transfer Agency Fees — Class L | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | 17 | | |
Shareholder Services Fees — Class A (Note D) | | | 328 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 5 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 92 | | |
Administration Fees (Note C) | | | 316 | | |
Registration Fees | | | 167 | | |
Shareholder Reporting Fees | | | 95 | | |
Professional Fees | | | 80 | | |
Custodian Fees (Note F) | | | 28 | | |
Transfer Agency Fees — Class I (Note E) | | | 10 | | |
Transfer Agency Fees — Class A (Note E) | | | 6 | | |
Transfer Agency Fees — Class L (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 3 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 3 | | |
Directors' Fees and Expenses | | | 10 | | |
Pricing Fees | | | 3 | | |
Interest Expenses | | | 1 | | |
Other Expenses | | | 21 | | |
Total Expenses | | | 5,668 | | |
Waiver of Advisory Fees (Note B) | | | (669 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (382 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (124 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (4 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (3 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (7 | ) | |
Net Expenses | | | 4,478 | | |
Net Investment Loss | | | (2,321 | ) | |
Realized Loss: | |
Investments Sold | | | (595,582 | ) | |
Foreign Currency Translation | | | (21 | ) | |
Net Realized Loss | | | (595,603 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (55,888 | ) | |
Investments in Affiliates | | | 2,173 | | |
Foreign Currency Translation | | | (— | @) | |
Derivative Contracts — PIPE | | | (386 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (54,101 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (649,704 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (652,025 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (2,321 | ) | | $ | (11,858 | ) | |
Net Realized Gain (Loss) | | | (595,603 | ) | | | 198,929 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (54,101 | ) | | | (526,343 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (652,025 | ) | | | (339,272 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (161,045 | ) | |
Class A | | | — | | | | (131,242 | ) | |
Class L | | | — | | | | (576 | ) | |
Class C | | | — | | | | (8,978 | ) | |
Class R6* | | | — | | | | (28,064 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (329,905 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 138,340 | | | | 1,243,327 | | |
Distributions Reinvested | | | — | | | | 160,851 | | |
Redeemed | | | (298,622 | ) | | | (794,337 | ) | |
Class A: | |
Subscribed | | | 27,173 | | | | 1,064,454 | | |
Distributions Reinvested | | | — | | | | 130,793 | | |
Redeemed | | | (93,853 | ) | | | (689,202 | ) | |
Class L: | |
Exchanged | | | — | @ | | | — | @ | |
Distributions Reinvested | | | — | | | | 575 | | |
Redeemed | | | (29 | ) | | | (694 | ) | |
Class C: | |
Subscribed | | | 1,931 | | | | 42,802 | | |
Distributions Reinvested | | | — | | | | 8,916 | | |
Redeemed | | | (6,358 | ) | | | (15,380 | ) | |
Class R6:* | |
Subscribed | | | 16,570 | | | | 27,096 | | |
Distributions Reinvested | | | — | | | | 28,064 | | |
Redeemed | | | (11,259 | ) | | | (34,507 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (226,107 | ) | | | 1,172,758 | | |
Redemption Fees | | | 33 | | | | 1,946 | | |
Total Increase (Decrease) in Net Assets | | | (878,099 | ) | | | 505,527 | | |
Net Assets: | |
Beginning of Period | | | 1,368,867 | | | | 863,340 | | |
End of Period | | $ | 490,768 | | | $ | 1,368,867 | | |
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 9,640 | | | | 38,969 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 8,148 | | |
Shares Redeemed | | | (21,456 | ) | | | (27,695 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (11,816 | ) | | | 19,422 | | |
Class A: | |
Shares Subscribed | | | 2,875 | | | | 43,586 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 9,909 | | |
Shares Redeemed | | | (9,759 | ) | | | (31,696 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (6,884 | ) | | | 21,799 | | |
Class L: | |
Shares Exchanged | | | — | @@ | | | — | @@ | |
Shares Issued on Distributions Reinvested | | | — | | | | 52 | | |
Shares Redeemed | | | (4 | ) | | | (36 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | (4 | ) | | | 16 | | |
Class C: | |
Shares Subscribed | | | 217 | | | | 1,924 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 724 | | |
Shares Redeemed | | | (727 | ) | | | (818 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (510 | ) | | | 1,830 | | |
Class R6:* | |
Shares Subscribed | | | 1,114 | | | | 836 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,405 | | |
Shares Redeemed | | | (802 | ) | | | (1,126 | ) | |
Net Increase in Class R6 Shares Outstanding | | | 312 | | | | 1,115 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Inception Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 19.75 | | | $ | 25.48 | | | $ | 11.19 | | | $ | 9.62 | | | $ | 10.90 | | | $ | 13.26 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.03 | ) | | | (0.15 | ) | | | (0.10 | ) | | | 0.01 | | | | (0.05 | ) | | | (0.11 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (10.43 | ) | | | (0.74 | ) | | | 16.84 | | | | 3.50 | | | | 0.16 | | | | 2.91 | | |
Total from Investment Operations | | | (10.46 | ) | | | (0.89 | ) | | | 16.74 | | | | 3.51 | | | | 0.11 | | | | 2.80 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.11 | ) | | | — | | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (4.76 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | | | (5.16 | ) | |
Total Distributions | | | — | | | | (4.87 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | | | (5.16 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.03 | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 9.29 | | | $ | 19.75 | | | $ | 25.48 | | | $ | 11.19 | | | $ | 9.62 | | | $ | 10.90 | | |
Total Return(4) | | | (52.99 | )%(7) | | | (3.33 | )% | | | 150.57 | % | | | 37.11 | % | | | 0.29 | % | | | 21.87 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 240,004 | | | $ | 743,854 | | | $ | 464,639 | | | $ | 59,092 | | | $ | 60,777 | | | $ | 141,954 | | |
Ratio of Expenses Before Expense Limitation | | | 1.36 | %(8) | | | 1.12 | % | | | 1.18 | % | | | 1.21 | % | | | 1.17 | % | | | 1.20 | % | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(5)(8) | | | 1.00 | %(5) | | | 0.99 | %(5) | | | 0.99 | %(5) | | | 0.98 | %(5) | | | 0.99 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.00 | %(5)(8) | | | N/A | | | | 0.99 | %(5) | | | N/A | | | | 0.98 | %(5) | | | 0.99 | %(5) | |
Ratio of Net Investment Income (Loss) | | | (0.45 | )%(5)(8) | | | (0.49 | )%(5) | | | (0.54 | )%(5) | | | 0.09 | %(5) | | | (0.41 | )%(5) | | | (0.77 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 67 | %(7) | | | 111 | % | | | 132 | % | | | 99 | % | | | 79 | % | | | 97 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Inception Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 13.20 | | | $ | 18.68 | | | $ | 8.51 | | | $ | 7.68 | | | $ | 8.99 | | | $ | 11.72 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.04 | ) | | | (0.19 | ) | | | (0.10 | ) | | | (0.02 | ) | | | (0.07 | ) | | | (0.14 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (6.96 | ) | | | (0.53 | ) | | | 12.72 | | | | 2.79 | | | | 0.15 | | | | 2.57 | | |
Total from Investment Operations | | | (7.00 | ) | | | (0.72 | ) | | | 12.62 | | | | 2.77 | | | | 0.08 | | | | 2.43 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.03 | ) | | | — | | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (4.76 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | | | (5.16 | ) | |
Total Distributions | | | — | | | | (4.79 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | | | (5.16 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.03 | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 6.20 | | | $ | 13.20 | | | $ | 18.68 | | | $ | 8.51 | | | $ | 7.68 | | | $ | 8.99 | | |
Total Return(4) | | | (53.03 | )%(7) | | | (3.70 | )% | | | 149.86 | % | | | 36.71 | % | | | 0.02 | % | | | 21.57 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 168,586 | | | $ | 450,058 | | | $ | 229,641 | | | $ | 45,097 | | | $ | 34,166 | | | $ | 40,531 | | |
Ratio of Expenses Before Expense Limitation | | | 1.61 | %(8) | | | 1.40 | % | | | 1.44 | % | | | 1.52 | % | | | 1.44 | % | | | 1.51 | % | |
Ratio of Expenses After Expense Limitation | | | 1.35 | %(5)(8) | | | 1.33 | %(5) | | | 1.25 | %(5) | | | 1.29 | %(5) | | | 1.25 | %(5) | | | 1.34 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.35 | %(5)(8) | | | N/A | | | | 1.25 | %(5) | | | N/A | | | | 1.25 | %(5) | | | 1.34 | %(5) | |
Ratio of Net Investment Loss | | | (0.81 | )%(5)(8) | | | (0.85 | )%(5) | | | (0.80 | )%(5) | | | (0.23 | )%(5) | | | (0.69 | )%(5) | | | (1.12 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 67 | %(7) | | | 111 | % | | | 132 | % | | | 99 | % | | | 79 | % | | | 97 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Inception Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 10.99 | | | $ | 16.45 | | | $ | 7.65 | | | $ | 7.10 | | | $ | 8.46 | | | $ | 11.34 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.05 | ) | | | (0.27 | ) | | | (0.16 | ) | | | (0.07 | ) | | | (0.11 | ) | | | (0.19 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (5.79 | ) | | | (0.45 | ) | | | 11.41 | | | | 2.56 | | | | 0.14 | | | | 2.47 | | |
Total from Investment Operations | | | (5.84 | ) | | | (0.72 | ) | | | 11.25 | | | | 2.49 | | | | 0.03 | | | | 2.28 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.76 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | | | (5.16 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.02 | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 5.15 | | | $ | 10.99 | | | $ | 16.45 | | | $ | 7.65 | | | $ | 7.10 | | | $ | 8.46 | | |
Total Return | | | (53.18 | )%(4)(8) | | | (4.17 | )%(4) | | | 148.82 | %(5) | | | 35.91 | %(4) | | | (0.58 | )%(4) | | | 20.95 | %(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 858 | | | $ | 1,874 | | | $ | 2,543 | | | $ | 1,218 | | | $ | 1,157 | | | $ | 1,310 | | |
Ratio of Expenses Before Expense Limitation | | | 2.22 | %(9) | | | 1.95 | % | | | 2.10 | % | | | 2.15 | % | | | 2.07 | % | | | 2.27 | % | |
Ratio of Expenses After Expense Limitation | | | 1.85 | %(6)(9) | | | 1.85 | %(6) | | | 1.84 | %(6) | | | 1.84 | %(6) | | | 1.84 | %(6) | | | 1.84 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.85 | %(6)(9) | | | N/A | | | | 1.84 | %(6) | | | N/A | | | | 1.84 | %(6) | | | 1.84 | %(6) | |
Ratio of Net Investment Loss | | | (1.31 | )%(6)(9) | | | (1.36 | )%(6) | | | (1.43 | )%(6) | | | (0.78 | )%(6) | | | (1.28 | )%(6) | | | (1.61 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 67 | %(8) | | | 111 | % | | | 132 | % | | | 99 | % | | | 79 | % | | | 97 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) Calculated using the NAV for US GAAP financial reporting purposes and as such differs from the total return presented in the Investment Overview.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Inception Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from May 31, 2017(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | December 31, 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 12.31 | | | $ | 17.85 | | | $ | 8.24 | | | $ | 7.55 | | | $ | 8.93 | | | $ | 13.59 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.06 | ) | | | (0.33 | ) | | | (0.22 | ) | | | (0.10 | ) | | | (0.03 | ) | | | (0.13 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (6.49 | ) | | | (0.47 | ) | | | 12.28 | | | | 2.73 | | | | 0.04 | | | | 0.63 | | |
Total from Investment Operations | | | (6.55 | ) | | | (0.80 | ) | | | 12.06 | | | | 2.63 | | | | 0.01 | | | | 0.50 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.76 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | | | (5.16 | ) | |
Redemption Fees | | | 0.00 | (4) | | | 0.02 | | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 5.76 | | | $ | 12.31 | | | $ | 17.85 | | | $ | 8.24 | | | $ | 7.55 | | | $ | 8.93 | | |
Total Return(5) | | | (53.21 | )%(8) | | | (4.37 | )% | | | 147.97 | % | | | 35.48 | % | | | (0.78 | )% | | | 4.36 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 11,626 | | | $ | 31,148 | | | $ | 12,494 | | | $ | 688 | | | $ | 116 | | | $ | 30 | | |
Ratio of Expenses Before Expense Limitation | | | 2.31 | %(9) | | | 2.12 | % | | | 2.26 | % | | | 2.75 | % | | | 4.73 | % | | | 21.29 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(6)(9) | | | 2.05 | %(6) | | | 2.07 | %(6) | | | 2.09 | %(6) | | | 2.09 | %(6) | | | 2.10 | %(6)(9) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.10 | %(6)(9) | | | N/A | | | | 2.07 | %(6) | | | N/A | | | | 2.09 | %(6) | | | 2.10 | %(6)(9) | |
Ratio of Net Investment Loss | | | (1.56 | )%(6)(9) | | | (1.55 | )%(6) | | | (1.61 | )%(6) | | | (0.99 | )%(6) | | | (1.50 | )%(6) | | | (1.82 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(7)(9) | |
Portfolio Turnover Rate | | | 67 | %(8) | | | 111 | % | | | 132 | % | | | 99 | % | | | 79 | % | | | 97 | % | |
(1) Not consolidated.
(2) Commencement of Offering.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Inception Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(2) | | 2019(2) | | 2018(2) | | 2017(2) | |
Net Asset Value, Beginning of Period | | $ | 19.99 | | | $ | 25.73 | | | $ | 11.29 | | | $ | 9.69 | | | $ | 10.96 | | | $ | 13.29 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.03 | ) | | | (0.14 | ) | | | (0.08 | ) | | | 0.01 | | | | (0.04 | ) | | | (0.10 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (10.56 | ) | | | (0.74 | ) | | | 16.97 | | | | 3.53 | | | | 0.16 | | | | 2.93 | | |
Total from Investment Operations | | | (10.59 | ) | | | (0.88 | ) | | | 16.89 | | | | 3.54 | | | | 0.12 | | | | 2.83 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.13 | ) | | | — | | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (4.76 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | | | (5.16 | ) | |
Total Distributions | | | — | | | | (4.89 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | | | (5.16 | ) | |
Redemption Fees | | | 0.00 | (4) | | | 0.03 | | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 9.40 | | | $ | 19.99 | | | $ | 25.73 | | | $ | 11.29 | | | $ | 9.69 | | | $ | 10.96 | | |
Total Return(5) | | | (52.98 | )%(8) | | | (3.29 | )% | | | 150.79 | % | | | 37.04 | % | | | 0.38 | % | | | 22.08 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 69,694 | | | $ | 141,933 | | | $ | 154,023 | | | $ | 64,712 | | | $ | 110,919 | | | $ | 129,126 | | |
Ratio of Expenses Before Expense Limitation | | | 1.11 | %(9) | | | 1.00 | % | | | 1.11 | % | | | 1.15 | % | | | 1.11 | % | | | 1.09 | % | |
Ratio of Expenses After Expense Limitation | | | 0.93 | %(6)(9) | | | 0.93 | %(6) | | | 0.92 | %(6) | | | 0.92 | %(6) | | | 0.92 | %(6) | | | 0.92 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.93 | %(6)(9) | | | N/A | | | | 0.92 | %(6) | | | N/A | | | | 0.92 | %(6) | | | 0.92 | %(6) | |
Ratio of Net Investment Income (Loss) | | | (0.38 | )%(6)(9) | | | (0.44 | )%(6) | | | (0.49 | )%(6) | | | 0.12 | %(6) | | | (0.36 | )%(6) | | | (0.71 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 67 | %(8) | | | 111 | % | | | 132 | % | | | 99 | % | | | 79 | % | | | 97 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expenses Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) ��Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Inception Portfolio. The Fund seeks long-term capital appreciation by investing primarily in growth-oriented equity securities of small capitalization companies.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class R6. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Inception Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation and all accounting policies of the Subsidiary are consistent with those of the Fund. As of
June 30, 2022, the Subsidiary represented approximately $3,896,000 or approximately 0.79% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (5) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade)
and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (7) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (8) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Airlines | | $ | 2,386 | | | $ | — | | | $ | — | | | $ | 2,386 | | |
Biotechnology | | | 14,817 | | | | 371 | | | | — | | | | 15,188 | | |
Chemicals | | | 3,020 | | | | — | | | | — | | | | 3,020 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (Cont'd) | |
Commercial Services & Supplies | | $ | 975 | | | $ | — | | | $ | — | | | $ | 975 | | |
Communications Equipment | | | 7,569 | | | | — | | | | — | | | | 7,569 | | |
Consumer Finance | | | 5,204 | | | | — | | | | — | | | | 5,204 | | |
Diversified Consumer Services | | | 10,813 | | | | — | | | | — | | | | 10,813 | | |
Diversified Holding Companies | | | 19,017 | | | | — | | | | — | | | | 19,017 | | |
Diversified Telecommunication Services | | | 22,091 | | | | — | | | | — | | | | 22,091 | | |
Electrical Equipment | | | 1,650 | | | | — | | | | — | | | | 1,650 | | |
Health Care Equipment & Supplies | | | 10,242 | | | | 2,207 | | | | — | | | | 12,449 | | |
Health Care Providers & Services | | | 56,997 | | | | — | | | | — | | | | 56,997 | | |
Health Care Technology | | | 38,282 | | | | — | | | | — | | | | 38,282 | | |
Hotels, Restaurants & Leisure | | | 6,037 | | | | — | | | | — | | | | 6,037 | | |
Household Durables | | | 2,132 | | | | 6,257 | | | | — | | | | 8,389 | | |
Information Technology Services | | | 39,677 | | | | — | | | | — | | | | 39,677 | | |
Insurance | | | 2,683 | | | | — | | | | — | | | | 2,683 | | |
Internet & Direct Marketing Retail | | | 27,222 | | | | — | | | | — | | | | 27,222 | | |
Leisure Products | | | 3,666 | | | | — | | | | — | | | | 3,666 | | |
Life Sciences Tools & Services | | | 27,010 | | | | — | | | | — | | | | 27,010 | | |
Media | | | 2,226 | | | | — | | | | — | | | | 2,226 | | |
Metals & Mining | | | 5,834 | | | | — | | | | — | | | | 5,834 | | |
Pharmaceuticals | | | 4,194 | | | | — | | | | — | | | | 4,194 | | |
Professional Services | | | 6,024 | | | | — | | | | — | | | | 6,024 | | |
Real Estate Management & Development | | | 9,895 | | | | — | | | | — | | | | 9,895 | | |
Software | | | 117,201 | | | | — | | | | — | | | | 117,201 | | |
Specialty Retail | | | 1,708 | | | | — | | | | — | | | | 1,708 | | |
Textiles, Apparel & Luxury Goods | | | 6,821 | | | | — | | | | — | | | | 6,821 | | |
Trading Companies & Distributors | | | 1,539 | | | | — | | | | — | | | | 1,539 | | |
Total Common Stocks | | | 456,932 | | | | 8,835 | | | | — | | | | 465,767 | | |
Preferred Stocks | |
Health Care Technology | | | — | | | | — | | | | 6,800 | | | | 6,800 | | |
Software | | | — | | | | — | | | | 6,123 | | | | 6,123 | | |
Total Preferred Stocks | | | — | | | | — | | | | 12,923 | | | | 12,923 | | |
Investment Company | | | 3,300 | | | | — | | | | — | | | | 3,300 | | |
Warrants | | | 86 | | | | — | | | | — | | | | 86 | | |
Call Option Purchased | | | — | | | | 421 | | | | — | | | | 421 | | |
Short-Term Investments | |
Investment Company | | | 47,767 | | | | — | | | | — | | | | 47,767 | | |
Repurchase Agreements | | | — | | | | 8,814 | | | | — | | | | 8,814 | | |
Total Short-Term Investments | | | 47,767 | | | | 8,814 | | | | — | | | | 56,581 | | |
Total Assets | | | 508,085 | | | | 18,070 | | | | 12,923 | | | | 539,078 | | |
Liabilities: | |
Derivative Contract — PIPE | | | — | | | | — | | | | (479 | ) | | | (479 | ) | |
Total | | $ | 508,085 | | | $ | 18,070 | | | $ | 12,444 | | | $ | 538,599 | | |
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Preferred Stocks (000) | | Derivative Contract — PIPE (000) | |
Beginning Balance | | $ | 13,361 | | | $ | (93 | ) | |
Purchases | | | — | | | | — | | |
Sales | | | — | | | | — | | |
PIPE transactions | | | — | | | | — | | |
Amortization of discount | | | — | | | | — | | |
Transfers in | | | — | | | | — | | |
Transfers out | | | — | | | | (386 | ) | |
Corporate actions | | | — | | | | — | | |
Change in unrealized appreciation (depreciation) | | | (438 | ) | | | — | | |
Realized gains (losses) | | | — | | | | — | | |
Ending Balance | | $ | 12,923 | | | $ | (479 | ) | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022 | | $ | (438 | ) | | $ | (479 | ) | |
The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2022. Various valuation techniques were used in the valuation of certain investments and weighted based on the level of significance. The Fund calculated the weighted averages of the unobservable inputs relative to each investment's fair value as of June 30, 2022:
| | Fair Value at June 30, 2022 (000) | | Valuation Technique | | Unobservable Input | | Amount or Range/ Weighted Average* | | Impact to Valuation from an Increase in Input** | |
Preferred Stocks | | $ | 12,923 | | | Discounted Cash Flow | | Weighted Average Cost of Capital | | | 11.5%-14.5%/13.0% | | | Decrease | |
| | | | | | | | | | | | Perpetual Growth Rate | | | 3.0%-4.0%/3.5% | | | Increase | |
| | | | | | | | Market Comparable Companies | | Enterprise Value/ Revenue | | | 0.8x-16.3x/5.5x | | | Increase | |
| | | | | | | | | | | | Discount for Lack of Marketability | | | 11.0%-16.0%/13.6% | | | Decrease | |
| | | | | | | | Comparable Transactions | | Enterprise Value/Revenue | | | 3.8x | | | Increase | |
PIPE | | $ | (479 | ) | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | |
14.0% | | |
Decrease | |
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized
gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument
or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2022, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Consolidated Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following tables set forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 421 | (a) | |
| | Liability Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Depreciation on Derivative Contract — PIPE | | Equity Risk | | $ | (479 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (2,690 | )(b) | |
(b) Amounts are included in Realized Loss on Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk Investments | | (Purchased Options) | | $ | 822 | (c) | |
Equity Risk | | Derivative Contracts — PIPE | | | (386 | ) | |
Total | | | | $ | 436 | | |
(c) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets (000) | | Liabilities (000) | |
Purchased Options | | $ | 421 | (a)(d) | | $ | — | | |
Derivative Contract — PIPE | | | — | | | | (479 | )(e) | |
Total | | $ | 421 | | | $ | (479 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
(e) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities (a) (000) | | Financial Instrument (000) | | Collateral Received(f) (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | 411 | | | $ | — | | | $ | (411 | ) | | $ | 0 | | |
JP Morgan Chase Bank NA | | | 10 | | | | — | | | | (10 | ) | | | 0 | | |
Total | | $ | 421 | | | $ | — | | | $ | (421 | ) | | $ | 0 | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(f) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 1,348,430,000 | | |
Derivative Contract — PIPE: | |
Average monthly notional amount | | $ | 3,909,000 | | |
6. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees,
less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Consolidated Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 50,420 | (g) | | $ | — | | | $ | (50,420 | )(h)(i) | | $ | 0 | | |
(g) Represents market value of loaned securities at period end.
(h) The Fund received cash collateral of approximately $49,797,000, of which approximately $47,238,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments. As of June 30, 2022, there was uninvested cash of approximately $2,559,000, which is not reflected in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $3,204,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Consolidated Portfolio of Investments.
(i) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
contractual maturity of those transactions as of June 30, 2022:
Remaining Contractual Maturity of the Agreements | |
| | Overnight and Continuous (000) | | <30 days (000) | | Between 30 & 90 days (000) | | >90 days (000) | | Total (000) | |
Securities Lending Transactions | |
Common Stocks | | $ | 49,797 | | | $ | — | | | $ | — | | | $ | — | | | $ | 49,797 | | |
Total Borrowings | | $ | 49,797 | | | $ | — | | | $ | — | | | $ | — | | | $ | 49,797 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 49,797 | | |
7. Restricted Securities: The Fund invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Fund may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Fund can sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and the acquirer of the securities. The Fund would, in either case, bear market risks during that period. Restricted securities are identified in the Consolidated Portfolio of Investments.
8. Redemption Fees: The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class L shares, Class C shares and Class R6 shares, which is paid directly to the Fund, for shares redeemed or exchanged within thirty days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading. These fees, if any, are included in the Consolidated Statements of Changes in Net Assets.
9. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims
or losses pursuant to these contracts and expects the risk of loss to be remote.
10. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
11. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Next $500 million | | Next $500 million | | Over $2 billion | |
| 0.92 | % | | | 0.85 | % | | | 0.80 | % | | | 0.75 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.75% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
not exceed 1.00% for Class I shares, 1.35% for Class A shares, 1.85% for Class L shares, 2.10% for Class C shares and 0.93% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $669,000 of advisory fees were waived and approximately $514,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of
0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $550,604,000 and $754,328,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $7,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company/Issuer | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 118,626 | | | $ | 312,302 | | | $ | 383,161 | | | $ | 15 | | |
Affiliated Investment Company/Issuer (cont'd) | | Realized Gain Loss (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 47,767 | | |
During the six months ended June 30, 2022, the Fund incurred approximately $6,000 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator, Sub-Adviser and Distributor, for portfolio transactions executed on behalf of the Fund.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly,
no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 284,430 | | | $ | 45,475 | | | $ | 40,292 | | | $ | 32,026 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Permanent differences, primarily due to a prior year tax return adjustment, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | (21,782 | ) | | $ | 21,782 | | |
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | 273 | | | $ | — | | |
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2021, the Fund intends to defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$ | — | | | $ | 73,377 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 30.4%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryp-
tocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one-year period and better than its peer group average for the three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Fund's contractual management fee was higher than its peer group average, actual management fee was higher than but close to its peer group average and total expense ratio was lower than its peer group average. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
32
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
33
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
34
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
35
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
36
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
37
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFISCGSAN
4875578 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
International Advantage Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 8 | | |
Consolidated Statements of Changes in Net Assets | | | 9 | | |
Consolidated Financial Highlights | | | 11 | | |
Notes to Consolidated Financial Statements | | | 16 | | |
Investment Advisory Agreement Approval | | | 27 | | |
Liquidity Risk Management Program | | | 29 | | |
U.S. Customer Privacy Notice | | | 30 | | |
Director and Officer Information | | | 33 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in International Advantage Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Expense Example
International Advantage Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
International Advantage Portfolio Class I | | $ | 1,000.00 | | | $ | 640.60 | | | $ | 1,019.89 | | | $ | 4.03 | | | $ | 4.96 | | | | 0.99 | % | |
International Advantage Portfolio Class A | | | 1,000.00 | | | | 639.60 | | | | 1,018.45 | | | | 5.20 | | | | 6.41 | | | | 1.28 | | |
International Advantage Portfolio Class L | | | 1,000.00 | | | | 637.70 | | | | 1,015.67 | | | | 7.47 | | | | 9.20 | | | | 1.84 | | |
International Advantage Portfolio Class C | | | 1,000.00 | | | | 637.20 | | | | 1,014.98 | | | | 8.04 | | | | 9.89 | | | | 1.98 | | |
International Advantage Portfolio Class R6(1) | | | 1,000.00 | | | | 640.90 | | | | 1,020.48 | | | | 3.54 | | | | 4.36 | | | | 0.87 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments
International Advantage Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.4%) | |
Australia (4.9%) | |
Brookfield Infrastructure Partners LP | | | 4,844,848 | | | $ | 185,170 | | |
Canada (9.1%) | |
Brookfield Asset Management, Inc., Class A | | | 4,334,215 | | | | 192,743 | | |
Canada Goose Holdings, Inc. (a) (See Note G) | | | 5,507,614 | | | | 99,192 | | |
Shopify, Inc., Class A (a) | | | 1,650,010 | | | | 51,546 | | |
| | | 343,481 | | |
China (2.7%) | |
Foshan Haitian Flavouring & Food Co. Ltd., Class A | | | 7,443,329 | | | | 100,745 | | |
Denmark (10.6%) | |
Chr Hansen Holding AS | | | 1,530,550 | | | | 111,727 | | |
DSV Panalpina AS | | | 2,066,610 | | | | 290,601 | | |
| | | 402,328 | | |
France (7.0%) | |
Hermes International | | | 171,134 | | | | 192,599 | | |
Pernod Ricard SA | | | 401,716 | | | | 74,267 | | |
| | | 266,866 | | |
Germany (9.0%) | |
Adidas AG | | | 1,148,886 | | | | 204,078 | | |
HelloFresh SE (a) | | | 1,918,558 | | | | 62,592 | | |
Puma SE | | | 1,127,498 | | | | 74,806 | | |
| | | 341,476 | | |
Hong Kong (2.9%) | |
AIA Group Ltd. | | | 9,944,100 | | | | 108,655 | | |
India (7.1%) | |
HDFC Bank Ltd. | | | 15,738,877 | | | | 269,593 | | |
Italy (7.9%) | |
Davide Campari-Milano NV | | | 11,145,453 | | | | 117,581 | | |
Moncler SpA | | | 4,198,597 | | | | 180,901 | | |
| | | 298,482 | | |
Japan (4.6%) | |
Change, Inc. (b) | | | 1,336,900 | | | | 21,259 | | |
Keyence Corp. | | | 441,100 | | | | 151,270 | | |
| | | 172,529 | | |
Netherlands (7.9%) | |
Adyen NV (a) | | | 66,320 | | | | 95,708 | | |
ASML Holding NV | | | 431,898 | | | | 204,045 | | |
| | | 299,753 | | |
Norway (0.5%) | |
AutoStore Holdings Ltd. (a)(b) | | | 14,551,408 | | | | 21,088 | | |
Singapore (1.2%) | |
Grab Holdings Ltd., Class A (a) | | | 17,606,641 | | | | 44,545 | | |
Sweden (2.8%) | |
Evolution AB | | | 745,587 | | | | 68,207 | | |
Vitrolife AB | | | 1,626,926 | | | | 37,534 | | |
| | | 105,741 | | |
| | Shares | | Value (000) | |
Switzerland (6.9%) | |
Chocoladefabriken Lindt & Spruengli AG (Registered) | | | 500 | | | $ | 52,479 | | |
Kuehne & Nagel International AG (Registered) | | | 414,696 | | | | 98,533 | | |
Straumann Holding AG (Registered) | | | 903,974 | | | | 108,898 | | |
| | | 259,910 | | |
Taiwan (5.0%) | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | 2,297,094 | | | | 187,787 | | |
United Kingdom (4.8%) | |
Diageo PLC | | | 1,780,224 | | | | 76,892 | | |
Rightmove PLC | | | 15,247,656 | | | | 105,664 | | |
| | | 182,556 | | |
United States (2.5%) | |
MercadoLibre, Inc. (a) | | | 149,036 | | | | 94,917 | | |
Total Common Stocks (Cost $4,062,106) | | | 3,685,622 | | |
Investment Company (0.4%) | |
United States (0.4%) | |
Grayscale Bitcoin Trust (a) (Cost $59,144) | | | 1,337,540 | | | | 16,131 | | |
Short-Term Investments (2.1%) | |
Securities held as Collateral on Loaned Securities (0.1%) | |
Investment Company (0.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 2,700,633 | | | | 2,701 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.0%) (c) | |
HSBC Securities USA, Inc., (1.50%, dated 6/30/22, due 7/1/22; proceeds $211; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 2/15/23 - 5/15/32; valued at $215) | | $ | 211 | | | | 211 | | |
Merrill Lynch & Co., Inc., (1.46%, dated 6/30/22, due 7/1/22; proceeds $408; fully collateralized by a U.S. Government obligation; 1.63% due 5/15/31; valued at $417) | | | 408 | | | | 408 | | |
| | | 619 | | |
Total Securities held as Collateral on Loaned Securities (Cost $3,320) | | | 3,320 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
International Advantage Portfolio
| | Shares | | Value (000) | |
Investment Company (2.0%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $74,529) | | | 74,529,465 | | | $ | 74,529 | | |
Total Short-Term Investments (Cost $77,849) | | | 77,849 | | |
Total Purchased Options Outstanding (0.0%) (c) (Cost $5,869) | | | 15 | | |
Total Investments (99.9%) (Cost $4,204,968) Including $9,171 of Securities Loaned (d)(e)(f) | | | 3,779,617 | | |
Other Assets in Excess of Liabilities (0.1%) | | | 3,817 | | |
Net Assets (100.0%) | | $ | 3,783,434 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2022.
(c) Amount is less than 0.05%.
(d) Securities are available for collateral in connection with purchased options.
(e) The approximate fair value and percentage of net assets, $2,829,722,000 and 74.8%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Consolidated Financial Statements.
(f) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $370,718,000 and the aggregate gross unrealized depreciation is approximately $796,069,000, resulting in net unrealized depreciation of approximately $425,351,000.
ADR American Depositary Receipt.
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2022:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.38 | | | Jul-22 | | | 358,023,641 | | | $ | 358,024 | | | $ | 2 | | | $ | 1,899 | | | $ | (1,897 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.31 | | | Aug-22 | | | 584,432,525 | | | | 584,433 | | | | 13 | | | | 3,970 | | | | (3,957 | ) | |
| | | | | | | | | | | | $ | 15 | | | $ | 5,869 | | | $ | (5,854 | ) | |
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 42.7 | % | |
Textiles, Apparel & Luxury Goods | | | 19.9 | | |
Semiconductors & Semiconductor Equipment | | | 10.4 | | |
Air Freight & Logistics | | | 7.7 | | |
Banks | | | 7.1 | | |
Beverages | | | 7.1 | | |
Capital Markets | | | 5.1 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2022.
** Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
International Advantage Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $3,979,176) | | $ | 3,603,195 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $225,792) | | | 176,422 | | |
Total Investments in Securities, at Value (Cost $4,204,968) | | | 3,779,617 | | |
Foreign Currency, at Value (Cost $14,195) | | | 14,147 | | |
Cash from Securities Lending | | | 2,401 | | |
Receivable for Fund Shares Sold | | | 7,882 | | |
Tax Reclaim Receivable | | | 3,982 | | |
Dividends Receivable | | | 3,523 | | |
Receivable from Affiliate | | | 42 | | |
Receivable from Securities Lending Income | | | 9 | | |
Other Assets | | | 444 | | |
Total Assets | | | 3,812,047 | | |
Liabilities: | |
Payable for Fund Shares Redeemed | | | 11,525 | | |
Payable for Advisory Fees | | | 8,413 | | |
Collateral on Securities Loaned, at Value | | | 3,500 | | |
Deferred Capital Gain Country Tax | | | 3,431 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 759 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 152 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | 5 | | |
Payable for Administration Fees | | | 259 | | |
Payable for Custodian Fees | | | 209 | | |
Payable for Shareholder Services Fees — Class A | | | 107 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 22 | | |
Due to Broker | | | 90 | | |
Payable for Transfer Agency Fees — Class I | | | 81 | | |
Payable for Transfer Agency Fees — Class A | | | 3 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | 1 | | |
Payable for Professional Fees | | | 10 | | |
Other Liabilities | | | 45 | | |
Total Liabilities | | | 28,613 | | |
Net Assets | | $ | 3,783,434 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 4,185,947 | | |
Total Accumulated Loss | | | (402,513 | ) | |
Net Assets | | $ | 3,783,434 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
International Advantage Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 3,113,654 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 160,442,538 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 19.41 | | |
CLASS A: | |
Net Assets | | $ | 519,861 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 27,381,584 | | |
Net Asset Value, Redemption Price Per Share | | $ | 18.99 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.05 | | |
Maximum Offering Price Per Share | | $ | 20.04 | | |
CLASS L: | |
Net Assets | | $ | 192 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 10,606 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 18.15 | | |
CLASS C: | |
Net Assets | | $ | 26,174 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,465,266 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.86 | | |
CLASS R6:* | |
Net Assets | | $ | 123,553 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 6,346,468 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 19.47 | | |
(1) Including: Securities on Loan, at Value: | | $ | 9,171 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
International Advantage Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $4,496 of Foreign Taxes Withheld) | | $ | 30,903 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 221 | | |
Income from Securities Loaned — Net | | | 54 | | |
Total Investment Income | | | 31,178 | | |
Expenses: | |
Advisory Fees (Note B) | | | 19,270 | | |
Sub Transfer Agency Fees — Class I | | | 2,403 | | |
Sub Transfer Agency Fees — Class A | | | 513 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 16 | | |
Administration Fees (Note C) | | | 2,029 | | |
Shareholder Services Fees — Class A (Note D) | | | 786 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 1 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 167 | | |
Custodian Fees (Note F) | | | 411 | | |
Registration Fees | | | 192 | | |
Shareholder Reporting Fees | | | 195 | | |
Transfer Agency Fees — Class I (Note E) | | | 93 | | |
Transfer Agency Fees — Class A (Note E) | | | 4 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 3 | | |
Professional Fees | | | 70 | | |
Directors' Fees and Expenses | | | 35 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 58 | | |
Total Expenses | | | 26,250 | | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (138 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Net Expenses | | | 26,111 | | |
Net Investment Income | | | 5,067 | | |
Realized Loss: | |
Investments Sold (Net of $260 of Capital Gain Country Tax) | | | (84,653 | ) | |
Investments in Affiliates | | | (5,717 | ) | |
Foreign Currency Translation | | | (634 | ) | |
Net Realized Loss | | | (91,004 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $3,312) | | | (2,184,227 | ) | |
Investments in Affiliates | | | (97,256 | ) | |
Foreign Currency Translation | | | (290 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (2,281,773 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (2,372,777 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (2,367,710 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
International Advantage Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 5,067 | | | $ | (17,892 | ) | |
Net Realized Gain (Loss) | | | (91,004 | ) | | | 170,866 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (2,281,773 | ) | | | 496,591 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (2,367,710 | ) | | | 649,565 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (52,085 | ) | |
Class A | | | — | | | | (7,650 | ) | |
Class L | | | — | | | | (3 | ) | |
Class C | | | — | | | | (447 | ) | |
Class R6* | | | — | | | | (2,652 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (62,837 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 1,155,197 | | | | 1,810,800 | | |
Distributions Reinvested | | | — | | | | 47,135 | | |
Redeemed | | | (1,482,317 | ) | | | (770,937 | ) | |
Class A: | |
Subscribed | | | 457,849 | | | | 257,294 | | |
Distributions Reinvested | | | — | | | | 7,650 | | |
Redeemed | | | (432,465 | ) | | | (150,608 | ) | |
Class L: | |
Exchanged | | | 31 | | | | — | | |
Distributions Reinvested | | | — | | | | 3 | | |
Redeemed | | | (20 | ) | | | (118 | ) | |
Class C: | |
Subscribed | | | 2,497 | | | | 18,942 | | |
Distributions Reinvested | | | — | | | | 444 | | |
Redeemed | | | (3,480 | ) | | | (4,422 | ) | |
Class R6:* | |
Subscribed | | | 62,893 | | | | 166,066 | | |
Distributions Reinvested | | | — | | | | 2,089 | | |
Redeemed | | | (122,308 | ) | | | (11,705 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (362,123 | ) | | | 1,372,633 | | |
Redemption Fees | | | 9 | | | | — | @ | |
Total Increase (Decrease) in Net Assets | | | (2,729,824 | ) | | | 1,959,361 | | |
Net Assets: | |
Beginning of Period | | | 6,513,258 | | | | 4,553,897 | | |
End of Period | | $ | 3,783,434 | | | $ | 6,513,258 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
International Advantage Portfolio
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 47,294 | | | | 61,556 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,614 | | |
Shares Redeemed | | | (65,707 | ) | | | (26,337 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (18,413 | ) | | | 36,833 | | |
Class A: | |
Shares Subscribed | | | 21,368 | | | | 8,994 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 267 | | |
Shares Redeemed | | | (20,147 | ) | | | (5,272 | ) | |
Net Increase in Class A Shares Outstanding | | | 1,221 | | | | 3,989 | | |
Class L: | |
Shares Exchanged | | | 2 | | | | — | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (1 | ) | | | (4 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | 1 | | | | (4 | ) | |
Class C: | |
Shares Subscribed | | | 106 | | | | 689 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 16 | | |
Shares Redeemed | | | (172 | ) | | | (160 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (66 | ) | | | 545 | | |
Class R6:* | |
Shares Subscribed | | | 2,372 | | | | 5,710 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 71 | | |
Shares Redeemed | | | (5,030 | ) | | | (401 | ) | |
Net Increase (Decrease) in Class R6 Shares* Outstanding | | | (2,658 | ) | | | 5,380 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
International Advantage Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 30.30 | | | $ | 27.05 | | | $ | 20.45 | | | $ | 15.74 | | | $ | 16.89 | | | $ | 11.91 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.03 | | | | (0.08 | ) | | | (0.07 | ) | | | 0.06 | | | | 0.04 | | | | 0.00 | (3) | |
Net Realized and Unrealized Gain (Loss) | | | (10.92 | ) | | | 3.63 | | | | 6.68 | | | | 4.67 | | | | (0.91 | ) | | | 5.32 | | |
Total from Investment Operations | | | (10.89 | ) | | | 3.55 | | | | 6.61 | | | | 4.73 | | | | (0.87 | ) | | | 5.32 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.01 | ) | | | (0.00 | )(3) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.30 | ) | | | — | | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | |
Total Distributions | | | — | | | | (0.30 | ) | | | (0.01 | ) | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 19.41 | | | $ | 30.30 | | | $ | 27.05 | | | $ | 20.45 | | | $ | 15.74 | | | $ | 16.89 | | |
Total Return(4) | | | (35.94 | )%(7) | | | 13.16 | % | | | 32.33 | % | | | 30.09 | % | | | (5.19 | )% | | | 44.75 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,113,654 | | | $ | 5,419,831 | | | $ | 3,841,122 | | | $ | 1,900,219 | | | $ | 569,408 | | | $ | 166,189 | | |
Ratio of Expenses Before Expense Limitation | | | 1.00 | %(8) | | | 0.97 | % | | | N/A | | | | 1.03 | % | | | 1.11 | % | | | 1.21 | % | |
Ratio of Expenses After Expense Limitation | | | 0.99 | %(5)(8) | | | 0.97 | %(5) | | | 0.98 | %(5) | | | 0.98 | %(5) | | | 0.98 | %(5) | | | 0.98 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.98 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.25 | %(5)(8) | | | (0.28 | )%(5) | | | (0.31 | )%(5) | | | 0.32 | %(5) | | | 0.21 | %(5) | | | 0.02 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 15 | %(7) | | | 22 | % | | | 18 | % | | | 15 | % | | | 29 | % | | | 30 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
International Advantage Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 29.69 | | | $ | 26.58 | | | $ | 20.16 | | | $ | 15.56 | | | $ | 16.75 | | | $ | 11.86 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.00 | (3) | | | (0.17 | ) | | | (0.13 | ) | | | 0.01 | | | | (0.02 | ) | | | (0.07 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (10.70 | ) | | | 3.58 | | | | 6.56 | | | | 4.61 | | | | (0.89 | ) | | | 5.30 | | |
Total from Investment Operations | | | (10.70 | ) | | | 3.41 | | | | 6.43 | | | | 4.62 | | | | (0.91 | ) | | | 5.23 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.30 | ) | | | — | | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | |
Total Distributions | | | — | | | | (0.30 | ) | | | (0.01 | ) | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 18.99 | | | $ | 29.69 | | | $ | 26.58 | | | $ | 20.16 | | | $ | 15.56 | | | $ | 16.75 | | |
Total Return(4) | | | (36.04 | )%(7) | | | 12.87 | % | | | 31.90 | % | | | 29.72 | % | | | (5.48 | )% | | | 44.18 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 519,861 | | | $ | 776,662 | | | $ | 589,317 | | | $ | 379,237 | | | $ | 202,732 | | | $ | 144,112 | | |
Ratio of Expenses Before Expense Limitation | | | 1.29 | %(8) | | | 1.26 | % | | | N/A | | | | 1.30 | % | | | 1.37 | % | | | 1.42 | % | |
Ratio of Expenses After Expense Limitation | | | 1.28 | %(5)(8) | | | 1.26 | %(5) | | | 1.27 | %(5) | | | 1.28 | %(5) | | | 1.33 | %(5) | | | 1.31 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.27 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.03 | %(5)(8) | | | (0.57 | )%(5) | | | (0.60 | )%(5) | | | 0.04 | %(5) | | | (0.10 | )%(5) | | | (0.46 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 15 | %(7) | | | 22 | % | | | 18 | % | | | 15 | % | | | 29 | % | | | 30 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
International Advantage Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 28.46 | | | $ | 25.64 | | | $ | 19.56 | | | $ | 15.18 | | | $ | 16.43 | | | $ | 11.70 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.07 | ) | | | (0.32 | ) | | | (0.24 | ) | | | (0.09 | ) | | | (0.09 | ) | | | (0.11 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (10.24 | ) | | | 3.44 | | | | 6.33 | | | | 4.49 | | | | (0.88 | ) | | | 5.18 | | |
Total from Investment Operations | | | (10.31 | ) | | | 3.12 | | | | 6.09 | | | | 4.40 | | | | (0.97 | ) | | | 5.07 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.30 | ) | | | — | | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | |
Total Distributions | | | — | | | | (0.30 | ) | | | (0.01 | ) | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 18.15 | | | $ | 28.46 | | | $ | 25.64 | | | $ | 19.56 | | | $ | 15.18 | | | $ | 16.43 | | |
Total Return(4) | | | (36.23 | )%(7) | | | 12.21 | % | | | 31.14 | % | | | 29.01 | % | | | (5.95 | )% | | | 43.41 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 192 | | | $ | 279 | | | $ | 350 | | | $ | 226 | | | $ | 161 | | | $ | 135 | | |
Ratio of Expenses Before Expense Limitation | | | 2.63 | %(8) | | | 2.29 | % | | | 2.48 | % | | | 2.59 | % | | | 2.82 | % | | | 3.82 | % | |
Ratio of Expenses After Expense Limitation | | | 1.84 | %(5)(8) | | | 1.85 | %(5) | | | 1.84 | %(5) | | | 1.83 | %(5) | | | 1.83 | %(5) | | | 1.84 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.84 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.60 | )%(5)(8) | | | (1.16 | )%(5) | | | (1.17 | )%(5) | | | (0.48 | )%(5) | | | (0.55 | )%(5) | | | (0.77 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 15 | %(7) | | | 22 | % | | | 18 | % | | | 15 | % | | | 29 | % | | | 30 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
International Advantage Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 28.03 | | | $ | 25.29 | | | $ | 19.31 | | | $ | 15.02 | | | $ | 16.30 | | | $ | 11.63 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.08 | ) | | | (0.35 | ) | | | (0.26 | ) | | | (0.12 | ) | | | (0.15 | ) | | | (0.17 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (10.09 | ) | | | 3.39 | | | | 6.25 | | | | 4.43 | | | | (0.85 | ) | | | 5.18 | | |
Total from Investment Operations | | | (10.17 | ) | | | 3.04 | | | | 5.99 | | | | 4.31 | | | | (1.00 | ) | | | 5.01 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.30 | ) | | | — | | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | |
Total Distributions | | | — | | | | (0.30 | ) | | | (0.01 | ) | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 17.86 | | | $ | 28.03 | | | $ | 25.29 | | | $ | 19.31 | | | $ | 15.02 | | | $ | 16.30 | | |
Total Return(4) | | | (36.28 | )%(7) | | | 12.06 | % | | | 31.03 | % | | | 28.72 | % | | | (6.18 | )% | | | 43.16 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 26,174 | | | $ | 42,922 | | | $ | 24,926 | | | $ | 18,180 | | | $ | 11,087 | | | $ | 6,760 | | |
Ratio of Expenses Before Expense Limitation | | | 1.99 | %(8) | | | 1.96 | % | | | N/A | | | | 2.03 | % | | | 2.10 | % | | | 2.25 | % | |
Ratio of Expenses After Expense Limitation | | | 1.98 | %(5)(8) | | | 1.96 | %(5) | | | 1.97 | %(5) | | | 2.01 | %(5) | | | 2.07 | %(5) | | | 2.08 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.97 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.74 | )%(5)(8) | | | (1.27 | )%(5) | | | (1.29 | )%(5) | | | (0.69 | )%(5) | | | (0.88 | )%(5) | | | (1.12 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 15 | %(7) | | | 22 | % | | | 18 | % | | | 15 | % | | | 29 | % | | | 30 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
International Advantage Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 15, 2018(3) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 30.38 | | | $ | 27.09 | | | $ | 20.46 | | | $ | 15.75 | | | $ | 18.90 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(4) | | | 0.02 | | | | (0.06 | ) | | | (0.06 | ) | | | 0.05 | | | | (0.00 | )(5) | |
Net Realized and Unrealized Gain (Loss) | | | (10.93 | ) | | | 3.65 | | | | 6.70 | | | | 4.69 | | | | (2.87 | ) | |
Total from Investment Operations | | | (10.91 | ) | | | 3.59 | | | | 6.64 | | | | 4.74 | | | | (2.87 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.01 | ) | | | (0.01 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.30 | ) | | | — | | | | (0.02 | ) | | | (0.28 | ) | |
Total Distributions | | | — | | | | (0.30 | ) | | | (0.01 | ) | | | (0.03 | ) | | | (0.28 | ) | |
Redemption Fees | | | — | | | | 0.00 | (5) | | | — | | | | 0.00 | (5) | | | 0.00 | (5) | |
Net Asset Value, End of Period | | $ | 19.47 | | | $ | 30.38 | | | $ | 27.09 | | | $ | 20.46 | | | $ | 15.75 | | |
Total Return(6) | | | (35.91 | )%(9) | | | 13.29 | % | | | 32.46 | % | | | 30.14 | % | | | (15.22 | )%(9) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 123,553 | | | $ | 273,564 | | | $ | 98,182 | | | $ | 774 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 0.88 | %(10) | | | 0.87 | % | | | N/A | | | | 3.28 | % | | | 19.51 | %(10) | |
Ratio of Expenses After Expense Limitation | | | 0.87 | %(7)(10) | | | 0.87 | %(7) | | | 0.89 | %(7) | | | 0.93 | %(7) | | | 0.93 | %(7)(10) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.89 | %(7) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.19 | %(7)(10) | | | (0.19 | )%(7) | | | (0.26 | )%(7) | | | 0.24 | %(7) | | | (0.04 | )%(7)(10) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(10) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | %(10) | |
Portfolio Turnover Rate | | | 15 | %(9) | | | 22 | % | | | 18 | % | | | 15 | % | | | 29 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Not consolidated.
(3) Commencement of Offering.
(4) Per share amount is based on average shares outstanding.
(5) Amount is less than $0.005 per share.
(6) Calculated based on the net asset value as of the last business day of the period.
(7) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(8) Amount is less than 0.005%.
(9) Not annualized.
(10) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the International Advantage Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class R6. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, International Advantage Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2022, the Subsidiary
represented approximately $18,044,000 or approximately 0.48% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which
the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Air Freight & Logistics | | $ | — | | | $ | 290,601 | | | $ | — | | | $ | 290,601 | | |
Banks | | | — | | | | 269,593 | | | | — | | | | 269,593 | | |
Beverages | | | — | | | | 268,740 | | | | — | | | | 268,740 | | |
Biotechnology | | | — | | | | 37,534 | | | | — | | | | 37,534 | | |
Capital Markets | | | 192,743 | | | | — | | | | — | | | | 192,743 | | |
Chemicals | | | — | | | | 111,727 | | | | — | | | | 111,727 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Electronic Equipment, Instruments & Components | | $ | — | | | $ | 151,270 | | | $ | — | | | $ | 151,270 | | |
Food & Staples Retailing | | | — | | | | 62,592 | | | | — | | | | 62,592 | | |
Food Products | | | — | | | | 153,224 | | | | — | | | | 153,224 | | |
Health Care Equipment & Supplies | | | — | | | | 108,898 | | | | — | | | | 108,898 | | |
Hotels, Restaurants & Leisure | | | — | | | | 68,207 | | | | — | | | | 68,207 | | |
Information Technology Services | | | 51,546 | | | | 116,967 | | | | — | | | | 168,513 | | |
Insurance | | | — | | | | 108,655 | | | | — | | | | 108,655 | | |
Interactive Media & Services | | | — | | | | 105,664 | | | | — | | | | 105,664 | | |
Internet & Direct Marketing Retail | | | 94,917 | | | | — | | | | — | | | | 94,917 | | |
Machinery | | | — | | | | 21,088 | | | | — | | | | 21,088 | | |
Marine | | | — | | | | 98,533 | | | | — | | | | 98,533 | | |
Multi-Utilities | | | 185,170 | | | | — | | | | — | | | | 185,170 | | |
Road & Rail | | | 44,545 | | | | — | | | | — | | | | 44,545 | | |
Semiconductors & Semiconductor Equipment | | | 187,787 | | | | 204,045 | | | | — | | | | 391,832 | | |
Textiles, Apparel & Luxury Goods | | | 99,192 | | | | 652,384 | | | | — | | | | 751,576 | | |
Total Common Stocks | | | 855,900 | | | | 2,829,722 | | | | — | | | | 3,685,622 | | |
Investment Company | | | 16,131 | | | | — | | | | — | | | | 16,131 | | |
Call Options Purchased | | | — | | | | 15 | | | | — | | | | 15 | | |
Short-Term Investments | |
Investment Company | | | 77,230 | | | | — | | | | — | | | | 77,230 | | |
Repurchase Agreements | | | — | | | | 619 | | | | — | | | | 619 | | |
Total Short-Term Investments | | | 77,230 | | | | 619 | | | | — | | | | 77,849 | | |
Total Assets | | $ | 949,261 | | | $ | 2,830,356 | | | $ | — | | | $ | 3,779,617 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and
maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying
instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 15 | (a) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following table sets forth by primary risk exposure the Fund's change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (1,168 | )(b) | |
(b) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets(c) (000) | | Liabilities(c) (000) | |
Purchased Options | | $ | 15 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(c) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the
counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(d) (000) | | Net Amount (not less than $0) (000) | |
JP Morgan Chase Bank NA | | $ | 15 | | | $ | — | | | $ | (15 | ) | | $ | 0 | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 942,456,000 | | |
6. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Consolidated Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 9,171 | (e) | | $ | — | | | $ | (9,171 | )(f)(g) | | $ | 0 | | |
(e) Represents market value of loaned securities at period end.
(f) The Fund received cash collateral of approximately $3,500,000, of which approximately $3,320,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments. As of June 30, 2022, there was uninvested cash of approximately $180,000, which is not reflected in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $6,980,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Consolidated Portfolio of Investments.
(g) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency
about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2022:
Remaining Contractual Maturity of the Agreements | |
| | Overnight and Continuous (000) | | <30 days (000) | | Between 30 & 90 days (000) | | >90 days (000) | | Total (000) | |
Securities Lending Transactions | |
Common Stocks | | $ | 3,500 | | | $ | — | | | $ | — | | | $ | — | | | $ | 3,500 | | |
Total Borrowings | | $ | 3,500 | | | $ | — | | | $ | — | | | $ | — | | | $ | 3,500 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 3,500 | | |
7. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
8. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
9. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
| 0.80 | % | | | 0.75 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.75% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.00% for Class I shares, 1.35% for Class A shares, 1.85% for Class L shares, 2.10% for Class C shares and 0.95% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $1,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $779,686,000 and $708,049,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $138,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company/Issuer | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 482,779 | | | $ | 688,102 | | | $ | 1,093,651 | | | $ | 221 | | |
Canada Goose Holdings, Inc. | | | 177,505 | | | | 36,737 | | | | 12,077 | | | | — | | |
| | $ | 660,284 | | | $ | 724,839 | | | $ | 1,105,728 | | | $ | 221 | | |
Affiliated Investment Company/Issuer (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 77,230 | | |
Canada Goose Holdings, Inc. | | | (5,717 | ) | | | (97,256 | ) | | | 99,192 | | |
| | $ | (5,717 | ) | | $ | (97,256 | ) | | $ | 176,422 | | |
During the six months ended June 30, 2022, the Fund incurred approximately $5,000 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator, Sub-Adviser and Distributor, for portfolio transactions executed on behalf of the Fund.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | 62,837 | | | $ | 1,866 | | | $ | 12 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 19,919 | | | $ | (19,919 | ) | |
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | — | | | $ | 129,318 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 33.6%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Market: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser, Sub-Adviser and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's actual management fee and total expense ratio were higher than but close to its peer group averages and contractual management fee was lower than its peer group average. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
32
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
33
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIIASAN
4877777 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
International Equity Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 8 | | |
Statements of Changes in Net Assets | | | 9 | | |
Financial Highlights | | | 11 | | |
Notes to Financial Statements | | | 16 | | |
Investment Advisory Agreement Approval | | | 24 | | |
Liquidity Risk Management Program | | | 26 | | |
U.S. Customer Privacy Notice | | | 27 | | |
Director and Officer Information | | | 30 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in International Equity Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
International Equity Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
International Equity Portfolio Class I | | $ | 1,000.00 | | | $ | 826.50 | | | $ | 1,020.08 | | | $ | 4.30 | | | $ | 4.76 | | | | 0.95 | % | |
International Equity Portfolio Class A | | | 1,000.00 | | | | 825.30 | | | | 1,018.45 | | | | 5.79 | | | | 6.41 | | | | 1.28 | | |
International Equity Portfolio Class L | | | 1,000.00 | | | | 822.50 | | | | 1,015.87 | | | | 8.13 | | | | 9.00 | | | | 1.80 | | |
International Equity Portfolio Class C | | | 1,000.00 | | | | 821.60 | | | | 1,014.63 | | | | 9.26 | | | | 10.24 | | | | 2.05 | | |
International Equity Portfolio Class R6(1) | | | 1,000.00 | | | | 826.40 | | | | 1,020.28 | | | | 4.12 | | | | 4.56 | | | | 0.91 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
International Equity Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.3%) | |
Australia (0.7%) | |
Aristocrat Leisure Ltd. | | | 455,870 | | | $ | 10,843 | | |
Belgium (0.4%) | |
KBC Group NV | | | 123,744 | | | | 6,962 | | |
Canada (6.2%) | |
Barrick Gold Corp. (a) | | | 1,846,692 | | | | 32,653 | | |
Constellation Software, Inc. | | | 34,038 | | | | 50,530 | | |
Tourmaline Oil Corp. (a) | | | 287,923 | | | | 14,971 | | |
| | | 98,154 | | |
China (2.7%) | |
Minth Group Ltd. (b) | | | 3,966,000 | | | | 10,866 | | |
Tencent Holdings Ltd. (b) | | | 703,400 | | | | 31,840 | | |
| | | 42,706 | | |
Denmark (2.7%) | |
Carlsberg AS Series B | | | 222,023 | | | | 28,375 | | |
Tryg AS | | | 669,243 | | | | 15,078 | | |
| | | 43,453 | | |
Finland (0.5%) | |
Kone Oyj, Class B | | | 173,464 | | | | 8,291 | | |
France (16.8%) | |
AXA SA | | | 1,096,765 | | | | 25,052 | | |
L'Oreal SA | | | 57,329 | | | | 19,905 | | |
Legrand SA | | | 244,731 | | | | 18,171 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 63,752 | | | | 39,072 | | |
Pernod Ricard SA | | | 97,039 | | | | 17,940 | | |
Safran SA | | | 332,165 | | | | 33,072 | | |
Sanofi | | | 493,536 | | | | 49,771 | | |
Teleperformance | | | 47,684 | | | | 14,724 | | |
Thales SA | | | 210,110 | | | | 25,797 | | |
Worldline SA (c) | | | 638,753 | | | | 23,825 | | |
| | | 267,329 | | |
Germany (14.9%) | |
Adidas AG | | | 106,470 | | | | 18,912 | | |
Deutsche Boerse AG | | | 210,970 | | | | 35,428 | | |
Deutsche Post AG (Registered) | | | 810,521 | | | | 30,602 | | |
Fresenius SE & Co., KGaA | | | 920,531 | | | | 27,995 | | |
Henkel AG & Co., KGaA (Preference) | | | 105,438 | | | | 6,525 | | |
Infineon Technologies AG | | | 742,363 | | | | 18,058 | | |
Knorr-Bremse AG | | | 283,579 | | | | 16,242 | | |
MTU Aero Engines AG | | | 143,362 | | | | 26,263 | | |
QIAGEN NV (c) | | | 215,837 | | | | 10,148 | | |
SAP SE | | | 505,214 | | | | 46,050 | | |
| | | 236,223 | | |
Hong Kong (2.9%) | |
AIA Group Ltd. | | | 4,232,400 | | | | 46,246 | | |
Italy (1.7%) | |
Moncler SpA | | | 635,283 | | | | 27,372 | | |
| | Shares | | Value (000) | |
Japan (6.3%) | |
FANUC Corp. | | | 72,700 | | | $ | 11,395 | | |
Hoya Corp. | | | 218,300 | | | | 18,683 | | |
Keyence Corp. | | | 23,500 | | | | 8,059 | | |
Kirin Holdings Co. Ltd. (a) | | | 2,062,900 | | | | 32,588 | | |
Shiseido Co. Ltd. | | | 708,600 | | | | 28,561 | | |
| | | 99,286 | | |
Korea, Republic of (1.3%) | |
Samsung Electronics Co. Ltd. | | | 453,144 | | | | 19,987 | | |
Netherlands (2.4%) | |
Heineken NV | | | 412,956 | | | | 37,588 | | |
Norway (0.6%) | |
Mowi ASA | | | 426,975 | | | | 9,764 | | |
Singapore (1.9%) | |
DBS Group Holdings Ltd. | | | 1,388,900 | | | | 29,719 | | |
Spain (1.6%) | |
Grifols SA (a) | | | 1,309,728 | | | | 24,838 | | |
Sweden (3.7%) | |
Atlas Copco AB, Class A | | | 1,552,272 | | | | 14,529 | | |
Epiroc AB, Class A | | | 967,201 | | | | 14,997 | | |
Hexagon AB, Class B | | | 1,065,248 | | | | 11,131 | | |
Svenska Handelsbanken AB, Class A | | | 2,101,110 | | | | 18,036 | | |
| | | 58,693 | | |
Switzerland (6.8%) | |
Alcon, Inc. | | | 118,237 | | | | 8,291 | | |
Novartis AG (Registered) | | | 292,320 | | | | 24,783 | | |
Partners Group Holding AG | | | 9,182 | | | | 8,292 | | |
Roche Holding AG (Genusschein) | | | 132,099 | | | | 44,161 | | |
UBS Group AG (Registered) | | | 1,394,221 | | | | 22,540 | | |
| | | 108,067 | | |
Taiwan (2.3%) | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | 441,497 | | | | 36,092 | | |
United Kingdom (21.9%) | |
Associated British Foods PLC | | | 1,721,271 | | | | 33,213 | | |
AstraZeneca PLC | | | 207,310 | | | | 27,349 | | |
British American Tobacco PLC | | | 670,898 | | | | 28,757 | | |
Experian PLC | | | 422,715 | | | | 12,411 | | |
Hiscox Ltd. | | | 1,231,778 | | | | 14,186 | | |
Imperial Brands PLC | | | 1,531,411 | | | | 34,285 | | |
Legal & General Group PLC | | | 5,265,239 | | | | 15,393 | | |
Prudential PLC | | | 3,052,933 | | | | 37,976 | | |
Reckitt Benckiser Group PLC | | | 789,021 | | | | 59,344 | | |
RELX PLC (Euronext NV) | | | 596,934 | | | | 16,143 | | |
RELX PLC (LSE) | | | 527,744 | | | | 14,329 | | |
Shell PLC | | | 1,521,915 | | | | 39,635 | | |
St. James's Place PLC | | | 1,103,046 | | | | 14,842 | | |
| | | 347,863 | | |
Total Common Stocks (Cost $1,393,548) | | | 1,559,476 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments (cont'd)
International Equity Portfolio
| | Shares | | Value (000) | |
Short-Term Investments (2.2%) | |
Securities held as Collateral on Loaned Securities (0.3%) | |
Investment Company (0.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 3,838,685 | | | $ | 3,839 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.1%) | |
HSBC Securities USA, Inc., (1.50%, dated 6/30/22, due 7/1/22; proceeds $300; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 2/15/23 - 5/15/32; valued at $306) | | $ | 300 | | | | 300 | | |
Merrill Lynch & Co., Inc., (1.46%, dated 6/30/22, due 7/1/22; proceeds $580; fully collateralized by a U.S. Government obligation; 1.63% due 5/15/31; valued at $592) | | | 580 | | | | 580 | | |
| | | 880 | | |
Total Securities held as Collateral on Loaned Securities (Cost $4,719) | | | 4,719 | | |
| | Shares | | | |
Investment Company (1.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $29,459) | | | 29,459,032 | | | | 29,459 | | |
Total Short-Term Investments (Cost $34,178) | | | 34,178 | | |
Total Investments (100.5%) (Cost $1,427,726) Including $24,755 of Securities Loaned (d)(e) | | | 1,593,654 | | |
Liabilities in Excess of Other Assets (–0.5%) | | | (7,897 | ) | |
Net Assets (100.0%) | | $ | 1,585,757 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) All or a portion of this security was on loan at June 30, 2022.
(b) Security trades on the Hong Kong exchange.
(c) Non-income producing security.
(d) The approximate fair value and percentage of net assets, $1,425,230,000 and 89.9%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.
(e) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $322,160,000 and the aggregate gross unrealized depreciation is approximately $156,232,000, resulting in net unrealized appreciation of approximately $165,928,000.
ADR American Depositary Receipt.
Euronext NV Euronext Amsterdam Stock Market.
LSE London Stock Exchange.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Others** | | | 51.8 | % | |
Insurance | | | 9.7 | | |
Pharmaceuticals | | | 9.2 | | |
Beverages | | | 7.3 | | |
Software | | | 6.1 | | |
Textiles, Apparel & Luxury Goods | | | 5.4 | | |
Aerospace & Defense | | | 5.4 | | |
Capital Markets | | | 5.1 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2022.
** Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
International Equity Portfolio
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $1,394,428) | | $ | 1,560,356 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $33,298) | | | 33,298 | | |
Total Investments in Securities, at Value (Cost $1,427,726) | | | 1,593,654 | | |
Foreign Currency, at Value (Cost $1,327) | | | 1,371 | | |
Cash from Securities Lending | | | 256 | | |
Receivable for Investments Sold | | | 7,863 | | |
Tax Reclaim Receivable | | | 4,775 | | |
Dividends Receivable | | | 1,287 | | |
Receivable for Fund Shares Sold | | | 187 | | |
Receivable from Securities Lending Income | | | 21 | | |
Receivable from Affiliate | | | 16 | | |
Other Assets | | | 197 | | |
Total Assets | | | 1,609,627 | | |
Liabilities: | |
Payable for Investments Purchased | | | 14,447 | | |
Collateral on Securities Loaned, at Value | | | 4,975 | | |
Payable for Advisory Fees | | | 3,201 | | |
Payable for Fund Shares Redeemed | | | 681 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 234 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 11 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | 108 | | |
Payable for Custodian Fees | | | 81 | | |
Payable for Shareholder Services Fees — Class A | | | 10 | | |
Payable for Distribution and Shareholder Services Fees — Class H | | | 3 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 3 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class I | | | 6 | | |
Payable for Transfer Agency Fees — Class A | | | 3 | | |
Payable for Transfer Agency Fees — Class L | | | 1 | | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | 1 | | |
Payable for Professional Fees | | | 7 | | |
Other Liabilities | | | 95 | | |
Total Liabilities | | | 22,870 | | |
Net Assets | | $ | 1,585,757 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 1,320,834 | | |
Total Distributable Earnings | | | 264,923 | | |
Net Assets | | $ | 1,585,757 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
International Equity Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 1,187,718 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 94,426,171 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.58 | | |
CLASS A: | |
Net Assets | | $ | 45,784 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,658,389 | | |
Net Asset Value, Redemption Price Per Share | | $ | 12.51 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.69 | | |
Maximum Offering Price Per Share | | $ | 13.20 | | |
CLASS L: | |
Net Assets | | $ | 4,009 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 326,384 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.28 | | |
CLASS C: | |
Net Assets | | $ | 790 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 65,685 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.02 | | |
CLASS R6:* | |
Net Assets | | $ | 347,456 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 27,636,894 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.57 | | |
(1) Including: Securities on Loan, at Value: | | $ | 24,755 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
International Equity Portfolio
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $3,448 of Foreign Taxes Withheld) | | $ | 31,294 | | |
Income from Securities Loaned — Net | | | 126 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 34 | | |
Total Investment Income | | | 31,454 | | |
Expenses: | |
Advisory Fees (Note B) | | | 7,343 | | |
Sub Transfer Agency Fees — Class I | | | 710 | | |
Sub Transfer Agency Fees — Class A | | | 27 | | |
Sub Transfer Agency Fees — Class L | | | 2 | | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Administration Fees (Note C) | | | 734 | | |
Custodian Fees (Note F) | | | 126 | | |
Shareholder Services Fees — Class A (Note D) | | | 65 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 18 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 4 | | |
Professional Fees | | | 53 | | |
Registration Fees | | | 38 | | |
Shareholder Reporting Fees | | | 35 | | |
Transfer Agency Fees — Class I (Note E) | | | 10 | | |
Transfer Agency Fees — Class A (Note E) | | | 5 | | |
Transfer Agency Fees — Class L (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6 (Note E)* | | | 2 | | |
Directors' Fees and Expenses | | | 14 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 23 | | |
Total Expenses | | | 9,214 | | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (445 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (— | @) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6 (Note B)* | | | (2 | ) | |
Waiver of Advisory Fees (Note B) | | | (14 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (14 | ) | |
Net Expenses | | | 8,738 | | |
Net Investment Income | | | 22,716 | | |
Realized Gain (Loss): | |
Investments Sold | | | 71,067 | | |
Foreign Currency Translation | | | (262 | ) | |
Net Realized Gain | | | 70,805 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (441,384 | ) | |
Foreign Currency Translation | | | (444 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (441,828 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (371,023 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (348,307 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
International Equity Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 22,716 | | | $ | 37,670 | | |
Net Realized Gain | | | 70,805 | | | | 181,831 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (441,828 | ) | | | (131,589 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (348,307 | ) | | | 87,912 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (152,453 | ) | |
Class A | | | — | | | | (5,746 | ) | |
Class L | | | — | | | | (485 | ) | |
Class C | | | — | | | | (85 | ) | |
Class R6* | | | — | | | | (44,255 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (203,024 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 67,167 | | | | 115,427 | | |
Distributions Reinvested | | | — | | | | 148,748 | | |
Redeemed | | | (150,215 | ) | | | (304,337 | ) | |
Class A: | |
Subscribed | | | 1,631 | | | | 9,597 | | |
Distributions Reinvested | | | — | | | | 5,586 | | |
Redeemed | | | (4,569 | ) | | | (13,561 | ) | |
Class L: | |
Exchanged | | | 63 | | | | 37 | | |
Distributions Reinvested | | | — | | | | 480 | | |
Redeemed | | | (530 | ) | | | (338 | ) | |
Class C: | |
Subscribed | | | 132 | | | | 293 | | |
Distributions Reinvested | | | — | | | | 85 | | |
Redeemed | | | (107 | ) | | | (166 | ) | |
Class R6:* | |
Subscribed | | | 7,061 | | | | 51,194 | | |
Distributions Reinvested | | | — | | | | 36,257 | | |
Redeemed | | | (36,753 | ) | | | (77,257 | ) | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (116,120 | ) | | | (27,955 | ) | |
Total Decrease in Net Assets | | | (464,427 | ) | | | (143,067 | ) | |
Net Assets: | |
Beginning of Period | | | 2,050,184 | | | | 2,193,251 | | |
End of Period | | $ | 1,585,757 | | | $ | 2,050,184 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
International Equity Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 4,901 | | | | 6,892 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 10,085 | | |
Shares Redeemed | | | (11,090 | ) | | | (18,714 | ) | |
Net Decrease in Class I Shares Outstanding | | | (6,189 | ) | | | (1,737 | ) | |
Class A: | |
Shares Subscribed | | | 118 | | | | 577 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 380 | | |
Shares Redeemed | | | (331 | ) | | | (821 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (213 | ) | | | 136 | | |
Class L: | |
Shares Exchanged | | | 5 | | | | 3 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 33 | | |
Shares Redeemed | | | (40 | ) | | | (21 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | (35 | ) | | | 15 | | |
Class C: | |
Shares Subscribed | | | 10 | | | | 18 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 6 | | |
Shares Redeemed | | | (8 | ) | | | (10 | ) | |
Net Increase in Class C Shares Outstanding | | | 2 | | | | 14 | | |
Class R6:* | |
Shares Subscribed | | | 497 | | | | 3,071 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2,460 | | |
Shares Redeemed | | | (2,664 | ) | | | (4,636 | ) | |
Net Increase (Decrease) in Class R6 Shares* Outstanding | | | (2,167 | ) | | | 895 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
International Equity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 15.22 | | | $ | 16.20 | | | $ | 14.74 | | | $ | 13.49 | | | $ | 17.97 | | | $ | 14.64 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.17 | | | | 0.29 | | | | 0.18 | | | | 0.28 | | | | 0.31 | | | | 0.26 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.81 | ) | | | 0.34 | | | | 1.50 | | | | 2.47 | | | | (2.78 | ) | | | 3.41 | | |
Total from Investment Operations | | | (2.64 | ) | | | 0.63 | | | | 1.68 | | | | 2.75 | | | | (2.47 | ) | | | 3.67 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.33 | ) | | | (0.22 | ) | | | (0.32 | ) | | | (0.39 | ) | | | (0.34 | ) | |
Net Realized Gain | | | — | | | | (1.28 | ) | | | — | | | | (1.18 | ) | | | (1.62 | ) | | | — | | |
Total Distributions | | | — | | | | (1.61 | ) | | | (0.22 | ) | | | (1.50 | ) | | | (2.01 | ) | | | (0.34 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 12.58 | | | $ | 15.22 | | | $ | 16.20 | | | $ | 14.74 | | | $ | 13.49 | | | $ | 17.97 | | |
Total Return(3) | | | (17.35 | )%(6) | | | 4.19 | % | | | 11.42 | % | | | 20.37 | % | | | (13.80 | )% | | | 25.17 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,187,718 | | | $ | 1,531,709 | | | $ | 1,658,464 | | | $ | 1,539,709 | | | $ | 1,725,392 | | | $ | 1,691,807 | | |
Ratio of Expenses Before Expense Limitation | | | 1.02 | %(7) | | | 1.01 | % | | | 1.00 | % | | | 1.00 | % | | | 0.99 | % | | | 0.99 | % | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(4)(7) | | | 0.95 | %(4) | | | 0.95 | %(4) | | | 0.95 | %(4) | | | 0.95 | %(4) | | | 0.95 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 0.95 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 2.49 | %(4)(7) | | | 1.70 | %(4) | | | 1.28 | %(4) | | | 1.86 | %(4) | | | 1.82 | %(4) | | | 1.54 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 23 | %(6) | | | 20 | % | | | 20 | % | | | 20 | % | | | 34 | % | | | 18 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
International Equity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 15.17 | | | $ | 16.15 | | | $ | 14.67 | | | $ | 13.42 | | | $ | 17.75 | | | $ | 14.46 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.15 | | | | 0.25 | | | | 0.11 | | | | 0.24 | | | | 0.32 | | | | 0.19 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.81 | ) | | | 0.36 | | | | 1.50 | | | | 2.46 | | | | (2.82 | ) | | | 3.38 | | |
Total from Investment Operations | | | (2.66 | ) | | | 0.61 | | | | 1.61 | | | | 2.70 | | | | (2.50 | ) | | | 3.57 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.31 | ) | | | (0.13 | ) | | | (0.27 | ) | | | (0.21 | ) | | | (0.28 | ) | |
Net Realized Gain | | | — | | | | (1.28 | ) | | | — | | | | (1.18 | ) | | | (1.62 | ) | | | — | | |
Total Distributions | | | — | | | | (1.59 | ) | | | (0.13 | ) | | | (1.45 | ) | | | (1.83 | ) | | | (0.28 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 12.51 | | | $ | 15.17 | | | $ | 16.15 | | | $ | 14.67 | | | $ | 13.42 | | | $ | 17.75 | | |
Total Return(3) | | | (17.47 | )%(6) | | | 4.07 | % | | | 11.00 | % | | | 20.11 | % | | | (14.13 | )% | | | 24.77 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 45,784 | | | $ | 58,739 | | | $ | 60,346 | | | $ | 212,578 | | | $ | 244,622 | | | $ | 1,231,279 | | |
Ratio of Expenses Before Expense Limitation | | | 1.28 | %(7) | | | 1.07 | % | | | 1.43 | % | | | 1.25 | % | | | 1.31 | % | | | 1.31 | % | |
Ratio of Expenses After Expense Limitation | | | 1.28 | %(4)(7) | | | 1.07 | %(4) | | | 1.30 | %(4) | | | 1.25 | %(4) | | | 1.30 | %(4) | | | 1.30 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 1.25 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 2.14 | %(4)(7) | | | 1.57 | %(4) | | | 0.80 | %(4) | | | 1.62 | %(4) | | | 1.83 | %(4) | | | 1.16 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 23 | %(6) | | | 20 | % | | | 20 | % | | | 20 | % | | | 34 | % | | | 18 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
International Equity Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 14.93 | | | $ | 15.91 | | | $ | 14.50 | | | $ | 13.28 | | | $ | 17.70 | | | $ | 14.43 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.11 | | | | 0.14 | | | | 0.06 | | | | 0.15 | | | | 0.10 | | | | 0.11 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.76 | ) | | | 0.35 | | | | 1.45 | | | | 2.44 | | | | (2.66 | ) | | | 3.35 | | |
Total from Investment Operations | | | (2.65 | ) | | | 0.49 | | | | 1.51 | | | | 2.59 | | | | (2.56 | ) | | | 3.46 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.19 | ) | | | (0.10 | ) | | | (0.19 | ) | | | (0.24 | ) | | | (0.19 | ) | |
Net Realized Gain | | | — | | | | (1.28 | ) | | | — | | | | (1.18 | ) | | | (1.62 | ) | | | — | | |
Total Distributions | | | — | | | | (1.47 | ) | | | (0.10 | ) | | | (1.37 | ) | | | (1.86 | ) | | | (0.19 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 12.28 | | | $ | 14.93 | | | $ | 15.91 | | | $ | 14.50 | | | $ | 13.28 | | | $ | 17.70 | | |
Total Return(3) | | | (17.75 | )%(6) | | | 3.34 | % | | | 10.40 | % | | | 19.48 | % | | | (14.49 | )% | | | 24.06 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,009 | | | $ | 5,394 | | | $ | 5,513 | | | $ | 5,888 | | | $ | 6,022 | | | $ | 7,099 | | |
Ratio of Expenses Before Expense Limitation | | | 1.81 | %(7) | | | 1.79 | % | | | 1.83 | % | | | 1.79 | % | | | N/A% | | | | 1.90 | % | |
Ratio of Expenses After Expense Limitation | | | 1.80 | %(4)(7) | | | 1.79 | %(4) | | | 1.80 | %(4) | | | 1.78 | %(4) | | | 1.72 | %(4) | | | 1.80 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 1.78 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 1.62 | %(4)(7) | | | 0.88 | %(4) | | | 0.41 | %(4) | | | 1.06 | %(4) | | | 1.17 | %(4) | | | 0.69 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 23 | %(6) | | | 20 | % | | | 20 | % | | | 20 | % | | | 34 | % | | | 18 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
International Equity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 14.63 | | | $ | 15.64 | | | $ | 14.26 | | | $ | 13.08 | | | $ | 17.51 | | | $ | 14.31 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.09 | | | | 0.09 | | | | 0.02 | | | | 0.10 | | | | 0.05 | | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.70 | ) | | | 0.34 | | | | 1.43 | | | | 2.41 | | | | (2.64 | ) | | | 3.35 | | |
Total from Investment Operations | | | (2.61 | ) | | | 0.43 | | | | 1.45 | | | | 2.51 | | | | (2.59 | ) | | | 3.39 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.16 | ) | | | (0.07 | ) | | | (0.15 | ) | | | (0.22 | ) | | | (0.19 | ) | |
Net Realized Gain | | | — | | | | (1.28 | ) | | | — | | | | (1.18 | ) | | | (1.62 | ) | | | — | | |
Total Distributions | | | — | | | | (1.44 | ) | | | (0.07 | ) | | | (1.33 | ) | | | (1.84 | ) | | | (0.19 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 12.02 | | | $ | 14.63 | | | $ | 15.64 | | | $ | 14.26 | | | $ | 13.08 | | | $ | 17.51 | | |
Total Return(3) | | | (17.84 | )%(6) | | | 3.02 | % | | | 10.17 | % | | | 19.18 | % | | | (14.82 | )% | | | 23.78 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 790 | | | $ | 929 | | | $ | 776 | | | $ | 674 | | | $ | 787 | | | $ | 677 | | |
Ratio of Expenses Before Expense Limitation | | | 2.33 | %(7) | | | 2.33 | % | | | 2.41 | % | | | 2.35 | % | | | 2.27 | % | | | 2.41 | % | |
Ratio of Expenses After Expense Limitation | | | 2.05 | %(4)(7) | | | 2.05 | %(4) | | | 2.05 | %(4) | | | 2.05 | %(4) | | | 2.05 | %(4) | | | 2.05 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 2.05 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 1.36 | %(4)(7) | | | 0.58 | %(4) | | | 0.15 | %(4) | | | 0.73 | %(4) | | | 0.83 | %(4) | | | 0.22 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 23 | %(6) | | | 20 | % | | | 20 | % | | | 20 | % | | | 34 | % | | | 18 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
International Equity Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 15.21 | | | $ | 16.19 | | | $ | 14.74 | | | $ | 13.48 | | | $ | 17.97 | | | $ | 14.64 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.17 | | | | 0.30 | | | | 0.18 | | | | 0.29 | | | | 0.38 | | | | 0.26 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.81 | ) | | | 0.33 | | | | 1.50 | | | | 2.48 | | | | (2.86 | ) | | | 3.42 | | |
Total from Investment Operations | | | (2.64 | ) | | | 0.63 | | | | 1.68 | | | | 2.77 | | | | (2.48 | ) | | | 3.68 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.33 | ) | | | (0.23 | ) | | | (0.33 | ) | | | (0.39 | ) | | | (0.35 | ) | |
Net Realized Gain | | | — | | | | (1.28 | ) | | | — | | | | (1.18 | ) | | | (1.62 | ) | | | — | | |
Total Distributions | | | — | | | | (1.61 | ) | | | (0.23 | ) | | | (1.51 | ) | | | (2.01 | ) | | | (0.35 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 12.57 | | | $ | 15.21 | | | $ | 16.19 | | | $ | 14.74 | | | $ | 13.48 | | | $ | 17.97 | | |
Total Return(4) | | | (17.36 | )%(7) | | | 4.24 | % | | | 11.39 | % | | | 20.42 | % | | | (13.76 | )% | | | 25.22 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 347,456 | | | $ | 453,413 | | | $ | 468,152 | | | $ | 456,618 | | | $ | 462,752 | | | $ | 1,230,104 | | |
Ratio of Expenses Before Expense Limitation | | | 0.91 | %(8) | | | 0.91 | % | | | 0.91 | % | | | 0.91 | % | | | N/A% | | | | 0.91 | % | |
Ratio of Expenses After Expense Limitation | | | 0.91 | %(5)(8) | | | 0.91 | %(5) | | | 0.91 | %(5) | | | 0.91 | %(5) | | | 0.90 | %(5) | | | 0.91 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 0.91 | %(5) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 2.48 | %(5)(8) | | | 1.76 | %(5) | | | 1.31 | %(5) | | | 1.94 | %(5) | | | 2.19 | %(5) | | | 1.52 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 23 | %(7) | | | 20 | % | | | 20 | % | | | 20 | % | | | 34 | % | | | 18 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the International Equity Portfolio. The Fund seeks long-term capital appreciation by investing primarily in equity securities of non-U.S. issuers.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class R6. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security
is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Limited ("MSIM Limited") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund
would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Aerospace & Defense | | $ | — | | | $ | 85,132 | | | $ | — | | | $ | 85,132 | | |
Air Freight & Logistics | | | — | | | | 30,602 | | | | — | | | | 30,602 | | |
Auto Components | | | — | | | | 10,866 | | | | — | | | | 10,866 | | |
Banks | | | — | | | | 54,717 | | | | — | | | | 54,717 | | |
Beverages | | | — | | | | 116,491 | | | | — | | | | 116,491 | | |
Biotechnology | | | — | | | | 24,838 | | | | — | | | | 24,838 | | |
Capital Markets | | | — | | | | 81,102 | | | | — | | | | 81,102 | | |
Electrical Equipment | | | — | | | | 18,171 | | | | — | | | | 18,171 | | |
Electronic Equipment, Instruments & Components | | | — | | | | 19,190 | | | | — | | | | 19,190 | | |
Food Products | | | — | | | | 42,977 | | | | — | | | | 42,977 | | |
Health Care Equipment & Supplies | | | — | | | | 26,974 | | | | — | | | | 26,974 | | |
Health Care Providers & Services | | | — | | | | 27,995 | | | | — | | | | 27,995 | | |
Hotels, Restaurants & Leisure | | | — | | | | 10,843 | | | | — | | | | 10,843 | | |
Household Products | | | — | | | | 65,869 | | | | — | | | | 65,869 | | |
Information Technology Services | | | — | | | | 23,825 | | | | — | | | | 23,825 | | |
Insurance | | | — | | | | 153,931 | | | | — | | | | 153,931 | | |
Interactive Media & Services | | | — | | | | 31,840 | | | | — | | | | 31,840 | | |
Life Sciences Tools & Services | | | — | | | | 10,148 | | | | — | | | | 10,148 | | |
Machinery | | | — | | | | 65,454 | | | | — | | | | 65,454 | | |
Metals & Mining | | | 32,653 | | | | — | | | | — | | | | 32,653 | | |
Oil, Gas & Consumable Fuels | | | 14,971 | | | | 39,635 | | | | — | | | | 54,606 | | |
Personal Products | | | — | | | | 48,466 | | | | — | | | | 48,466 | | |
Pharmaceuticals | | | — | | | | 146,064 | | | | — | | | | 146,064 | | |
Professional Services | | | — | | | | 57,607 | | | | — | | | | 57,607 | | |
Semiconductors & Semiconductor Equipment | | | 36,092 | | | | 18,058 | | | | — | | | | 54,150 | | |
Software | | | 50,530 | | | | 46,050 | | | | — | | | | 96,580 | | |
Tech Hardware, Storage & Peripherals | | | — | | | | 19,987 | | | | — | | | | 19,987 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 85,356 | | | | — | | | | 85,356 | | |
Tobacco | | | — | | | | 63,042 | | | | — | | | | 63,042 | | |
Total Common Stocks | | | 134,246 | | | | 1,425,230 | | | | — | | | | 1,559,476 | | |
Short-Term Investments | |
Investment Company | | | 33,298 | | | | — | | | | — | | | | 33,298 | | |
Repurchase Agreements | | | — | | | | 880 | | | | — | | | | 880 | | |
Total Short-Term Investments | | | 33,298 | | | | 880 | | | | — | | | | 34,178 | | |
Total Assets | | $ | 167,544 | | | $ | 1,426,110 | | | $ | — | | | $ | 1,593,654 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and
that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 24,755 | (a) | | $ | — | | | $ | (24,755 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $4,975,000, of which approximately $4,719,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2022, there was uninvested cash of approximately $256,000, which is not reflected in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $20,985,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.
(c) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2022:
Remaining Contractual Maturity of the Agreements | |
| | Overnight and Continuous (000) | | <30 days (000) | | Between 30 & 90 days (000) | | >90 days (000) | | Total (000) | |
Securities Lending Transactions | |
Common Stocks | | $ | 4,975 | | | $ | — | | | $ | — | | | $ | — | | | $ | 4,975 | | |
Total Borrowings | | $ | 4,975 | | | $ | — | | | $ | — | | | $ | — | | | $ | 4,975 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 4,975 | | |
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
5. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
6. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
7. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $3 billion | | Over $3 billion | |
| 0.80 | % | | | 0.75 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.80% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.95% for Class I shares, 1.30% for Class A shares, 1.80% for Class L shares, 2.05% for Class C shares and 0.91% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $14,000 of advisory fees were waived and approximately $448,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $414,713,000 and $495,297,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities
Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $14,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 35,759 | | | $ | 241,335 | | | $ | 243,796 | | | $ | 34 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 33,298 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 50,803 | | | $ | 152,221 | | | $ | 29,392 | | | $ | — | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2021.
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | 3,488 | | | $ | 42,749 | | |
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2021, the Fund intends to defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$ | — | | | $ | 88 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 54.6%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser, Sub-Adviser and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were higher than but close to its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
30
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIIESAN
4873232 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
International Opportunity Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 8 | | |
Consolidated Statements of Changes in Net Assets | | | 9 | | |
Consolidated Financial Highlights | | | 11 | | |
Notes to Consolidated Financial Statements | | | 17 | | |
Investment Advisory Agreement Approval | | | 28 | | |
Liquidity Risk Management Program | | | 30 | | |
U.S. Customer Privacy Notice | | | 31 | | |
Director and Officer Information | | | 34 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in International Opportunity Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Expense Example
International Opportunity Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs, including redemption fees; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and redemption fees. Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
International Opportunity Portfolio Class I | | $ | 1,000.00 | | | $ | 546.00 | | | $ | 1,019.84 | | | $ | 3.83 | | | $ | 5.01 | | | | 1.00 | % | |
International Opportunity Portfolio Class A | | | 1,000.00 | | | | 545.20 | | | | 1,018.10 | | | | 5.17 | | | | 6.76 | | | | 1.35 | | |
International Opportunity Portfolio Class L | | | 1,000.00 | | | | 543.80 | | | | 1,015.62 | | | | 7.08 | | | | 9.25 | | | | 1.85 | | |
International Opportunity Portfolio Class C | | | 1,000.00 | | | | 543.30 | | | | 1,014.63 | | | | 7.84 | | | | 10.24 | | | | 2.05 | | |
International Opportunity Portfolio Class R6(1) | | | 1,000.00 | | | | 546.40 | | | | 1,020.28 | | | | 3.49 | | | | 4.56 | | | | 0.91 | | |
International Opportunity Portfolio Class IR | | | 1,000.00 | | | | 546.40 | | | | 1,020.28 | | | | 3.49 | | | | 4.56 | | | | 0.91 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments
International Opportunity Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.7%) | |
Argentina (2.8%) | |
Globant SA (a) | | | 264,300 | | | $ | 45,988 | | |
Brazil (2.0%) | |
Magazine Luiza SA | | | 28,305,776 | | | | 12,656 | | |
NU Holdings Ltd., Class A (a) | | | 5,447,659 | | | | 20,374 | | |
| | | 33,030 | | |
Canada (5.0%) | |
Canada Goose Holdings, Inc. (a) | | | 2,074,207 | | | | 37,357 | | |
Shopify, Inc., Class A (a) | | | 1,465,817 | | | | 45,792 | | |
| | | 83,149 | | |
China (12.9%) | |
Foshan Haitian Flavouring & Food Co. Ltd., Class A | | | 1,661,888 | | | | 22,494 | | |
Kuaishou Technology (a)(b) | | | 3,221,600 | | | | 36,207 | | |
Meituan, Class B (a)(b) | | | 3,342,700 | | | | 83,415 | | |
Tencent Holdings Ltd. (b) | | | 589,800 | | | | 26,697 | | |
Trip.com Group Ltd. ADR (a) | | | 1,723,988 | | | | 47,323 | | |
| | | 216,136 | | |
Denmark (6.7%) | |
DSV AS | | | 796,745 | | | | 112,036 | | |
France (3.5%) | |
Hermes International | | | 51,226 | | | | 57,651 | | |
Germany (9.1%) | |
Adidas AG | | | 357,524 | | | | 63,507 | | |
HelloFresh SE (a) | | | 1,689,531 | | | | 55,121 | | |
Puma SE | | | 503,212 | | | | 33,386 | | |
| | | 152,014 | | |
India (12.5%) | |
HDFC Bank Ltd. | | | 7,461,585 | | | | 127,810 | | |
ICICI Bank Ltd. ADR | | | 4,586,971 | | | | 81,374 | | |
| | | 209,184 | | |
Italy (4.1%) | |
Moncler SpA | | | 1,597,307 | | | | 68,822 | | |
Japan (3.5%) | |
Change, Inc. (c) | | | 716,500 | | | | 11,393 | | |
Keyence Corp. | | | 137,500 | | | | 47,154 | | |
| | | 58,547 | | |
Korea, Republic of (4.4%) | |
KakaoBank Corp. (a)(c) | | | 1,151,432 | | | | 26,899 | | |
NAVER Corp. | | | 247,273 | | | | 46,123 | | |
| | | 73,022 | | |
Netherlands (5.0%) | |
Adyen NV (a) | | | 30,357 | | | | 43,809 | | |
ASML Holding NV | | | 85,666 | | | | 40,472 | | |
| | | 84,281 | | |
Norway (1.3%) | |
AutoStore Holdings Ltd. (a) | | | 10,656,703 | | | | 15,444 | | |
Kahoot! ASA (a)(c) | | | 3,482,317 | | | | 6,470 | | |
| | | 21,914 | | |
| | Shares | | Value (000) | |
Singapore (2.7%) | |
Grab Holdings Limited., Class A (a) | | | 12,997,688 | | | $ | 32,884 | | |
Sea Ltd. ADR (a) | | | 173,793 | | | | 11,620 | | |
| | | 44,504 | | |
Sweden (4.2%) | |
Evolution AB | | | 539,665 | | | | 49,369 | | |
Vitrolife AB | | | 921,875 | | | | 21,268 | | |
| | | 70,637 | | |
Taiwan (2.8%) | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 2,940,000 | | | | 47,118 | | |
United Kingdom (1.9%) | |
Deliveroo PLC (a) | | | 19,155,694 | | | | 21,207 | | |
Fevertree Drinks PLC | | | 723,131 | | | | 10,768 | | |
| | | 31,975 | | |
United States (13.3%) | |
Coupang, Inc. (a) | | | 5,595,613 | | | | 71,344 | | |
Farfetch Ltd., Class A (a) | | | 2,515,528 | | | | 18,011 | | |
MercadoLibre, Inc. (a) | | | 121,240 | | | | 77,214 | | |
Spotify Technology SA (a) | | | 584,266 | | | | 54,822 | | |
| | | 221,391 | | |
Total Common Stocks (Cost $1,974,341) | | | 1,631,399 | | |
Investment Company (0.7%) | |
United States (0.7%) | |
Grayscale Bitcoin Trust (a) (Cost $45,837) | | | 1,024,960 | | | | 12,361 | | |
Short-Term Investments (1.0%) | |
Securities held as Collateral on Loaned Securities (0.0%) (d) | |
Investment Company (0.0%) (d) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 421,299 | | | | 421 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.0%) (d) | |
HSBC Securities USA, Inc., (1.50%, dated 6/30/22, due 7/1/22; proceeds $33; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 2/15/23 - 5/15/32; valued at $34) | | $ | 33 | | | | 33 | | |
Merrill Lynch & Co., Inc., (1.46%, dated 6/30/22, due 7/1/22; proceeds $64; fully collateralized by a U.S. Government obligation; 1.63% due 5/15/31; valued at $65) | | | 64 | | | | 64 | | |
| | | 97 | | |
Total Securities held as Collateral on Loaned Securities (Cost $518) | | | 518 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
International Opportunity Portfolio
| | Shares | | Value (000) | |
Investment Company (1.0%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $15,928) | | | 15,928,435 | | | $ | 15,928 | | |
Total Short-Term Investments (Cost $16,446) | | | 16,446 | | |
Total Investments Excluding Purchased Options (99.4%) (Cost $2,036,624) | | | 1,660,206 | | |
Total Purchased Options Outstanding (0.0%) (d) (Cost $9,660) | | | 24 | | |
Total Investments (99.4%) (Cost $2,046,284) Including $33,813 of Securities Loaned (e)(f)(g) | | | 1,660,230 | | |
Other Assets in Excess of Liabilities (0.6%) | | | 10,087 | | |
Net Assets (100.0%) | | $ | 1,670,317 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) Security trades on the Hong Kong exchange.
(c) All or a portion of this security was on loan at June 30, 2022.
(d) Amount is less than 0.05%.
(e) The approximate fair value and percentage of net assets, $1,074,640,000 and 64.3%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Consolidated Financial Statements.
(f) Securities are available for collateral in connection with purchased options.
(g) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $298,975,000 and the aggregate gross unrealized depreciation is approximately $685,029,000, resulting in net unrealized depreciation of approximately $386,054,000.
ADR American Depositary Receipt.
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2022:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.31 | | | Aug-22 | | | 952,422,356 | | | | 952,422 | | | $ | 21 | | | $ | 6,469 | | | $ | (6,448 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.38 | | | Jul-22 | | | 601,605,554 | | | | 601,606 | | | | 3 | | | | 3,191 | | | | (3,188 | ) | |
| | | | | | | | | | | | $ | 24 | | | $ | 9,660 | | | $ | (9,636 | ) | |
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Others** | | | 19.1 | % | |
Internet & Direct Marketing Retail | | | 16.3 | | |
Textiles, Apparel & Luxury Goods | | | 15.7 | | |
Banks | | | 15.5 | | |
Information Technology Services | | | 8.9 | | |
Air Freight & Logistics | | | 6.8 | | |
Interactive Media & Services | | | 6.6 | | |
Hotels, Restaurants & Leisure | | | 5.8 | | |
Semiconductors & Semiconductor Equipment | | | 5.3 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2022.
** Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
International Opportunity Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $2,029,935) | | $ | 1,643,881 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $16,349) | | | 16,349 | | |
Total Investments in Securities, at Value (Cost $2,046,284) | | | 1,660,230 | | |
Foreign Currency, at Value (Cost $214) | | | 216 | | |
Cash from Securities Lending | | | 28 | | |
Receivable for Investments Sold | | | 18,250 | | |
Receivable for Fund Shares Sold | | | 3,032 | | |
Dividends Receivable | | | 1,532 | | |
Tax Reclaim Receivable | | | 640 | | |
Receivable from Securities Lending Income | | | 42 | | |
Receivable from Affiliate | | | 16 | | |
Other Assets | | | 259 | | |
Total Assets | | | 1,684,245 | | |
Liabilities: | |
Payable for Fund Shares Redeemed | | | 6,291 | | |
Payable for Advisory Fees | | | 3,601 | | |
Deferred Capital Gain Country Tax | | | 1,803 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 806 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 201 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | 19 | | |
Collateral on Securities Loaned, at Value | | | 546 | | |
Payable for Custodian Fees | | | 229 | | |
Payable for Administration Fees | | | 120 | | |
Payable for Transfer Agency Fees — Class I | | | 81 | | |
Payable for Transfer Agency Fees — Class A | | | 4 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 6 | | |
Payable for Transfer Agency Fees — Class R6* | | | 5 | | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | 59 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 34 | | |
Due to Broker | | | 80 | | |
Payable for Professional Fees | | | 7 | | |
Other Liabilities | | | 36 | | |
Total Liabilities | | | 13,928 | | |
Net Assets | | $ | 1,670,317 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 2,233,846 | | |
Total Accumulated Loss | | | (563,529 | ) | |
Net Assets | | $ | 1,670,317 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
International Opportunity Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 1,115,400 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 53,141,050 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 20.99 | | |
CLASS A: | |
Net Assets | | $ | 268,930 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 13,159,722 | | |
Net Asset Value, Redemption Price Per Share | | $ | 20.44 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.13 | | |
Maximum Offering Price Per Share | | $ | 21.57 | | |
CLASS L: | |
Net Assets | | $ | 199 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 10,273 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 19.36 | | |
CLASS C: | |
Net Assets | | $ | 39,009 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,046,911 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 19.06 | | |
CLASS R6:* | |
Net Assets | | $ | 130,390 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 6,185,406 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.08 | | |
CLASS IR: | |
Net Assets | | $ | 116,389 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,519,758 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.09 | | |
(1) Including: Securities on Loan, at Value: | | $ | 33,813 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
International Opportunity Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $1,369 of Foreign Taxes Withheld) | | $ | 9,131 | | |
Income from Securities Loaned — Net | | | 1,157 | | |
Non-Cash Dividends from Securities of Unaffiliated Issuers | | | 584 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 46 | | |
Total Investment Income | | | 10,918 | | |
Expenses: | |
Advisory Fees (Note B) | | | 10,392 | | |
Sub Transfer Agency Fees — Class I | | | 1,656 | | |
Sub Transfer Agency Fees — Class A | | | 402 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 34 | | |
Administration Fees (Note C) | | | 1,082 | | |
Shareholder Services Fees — Class A (Note D) | | | 500 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 1 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 295 | | |
Custodian Fees (Note F) | | | 395 | | |
Shareholder Reporting Fees | | | 161 | | |
Registration Fees | | | 114 | | |
Transfer Agency Fees — Class I (Note E) | | | 64 | | |
Transfer Agency Fees — Class A (Note E) | | | 7 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 9 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 11 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Professional Fees | | | 75 | | |
Directors' Fees and Expenses | | | 23 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 44 | | |
Total Expenses | | | 15,268 | | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (825 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (27 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (7 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (25 | ) | |
Net Expenses | | | 14,383 | | |
Net Investment Loss | | | (3,465 | ) | |
Realized Loss: | |
Investments Sold (Net of $1,325 of Capital Gain Country Tax) | | | (269,847 | ) | |
Foreign Currency Translation | | | (185 | ) | |
Net Realized Loss | | | (270,032 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $2,755) | | | (1,453,187 | ) | |
Investments in Affiliates | | | (44,737 | ) | |
Foreign Currency Translation | | | (64 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,497,988 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (1,768,020 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (1,771,485 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
International Opportunity Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (3,465 | ) | | $ | (36,022 | ) | |
Net Realized Gain (Loss) | | | (270,032 | ) | | | 203,008 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,497,988 | ) | | | (446,887 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (1,771,485 | ) | | | (279,901 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (68,830 | ) | |
Class A | | | — | | | | (14,095 | ) | |
Class L | | | — | | | | (10 | ) | |
Class C | | | — | | | | (2,116 | ) | |
Class R6* | | | — | | | | (2,776 | ) | |
Class IR | | | — | | | | (2,945 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (90,772 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 346,627 | | | | 1,452,927 | | |
Distributions Reinvested | | | — | | | | 67,721 | | |
Redeemed | | | (1,172,755 | ) | | | (1,162,793 | ) | |
Class A: | |
Subscribed | | | 27,197 | | | | 227,617 | | |
Distributions Reinvested | | | — | | | | 13,921 | | |
Redeemed | | | (133,233 | ) | | | (228,996 | ) | |
Class L: | |
Exchanged | | | 29 | | | | 20 | | |
Distributions Reinvested | | | — | | | | 10 | | |
Redeemed | | | (78 | ) | | | (79 | ) | |
Class C: | |
Subscribed | | | 1,038 | | | | 23,890 | | |
Distributions Reinvested | | | — | | | | 2,107 | | |
Redeemed | | | (14,763 | ) | | | (16,273 | ) | |
Class R6:* | |
Subscribed | | | 126,982 | | | | 73,335 | | |
Distributions Reinvested | | | — | | | | 2,776 | | |
Redeemed | | | (32,774 | ) | | | (33,009 | ) | |
Class IR: | |
Subscribed | | | 60,000 | | | | — | | |
Distributions Reinvested | | | — | | | | 2,945 | | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (791,730 | ) | | | 426,119 | | |
Redemption Fees | | | 81 | | | | 121 | | |
Total Increase (Decrease) in Net Assets | | | (2,563,134 | ) | | | 55,567 | | |
Net Assets: | |
Beginning of Period | | | 4,233,451 | | | | 4,177,884 | | |
End of Period | | $ | 1,670,317 | | | $ | 4,233,451 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
International Opportunity Portfolio
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 12,106 | | | | 33,926 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,820 | | |
Shares Redeemed | | | (43,001 | ) | | | (27,751 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (30,895 | ) | | | 7,995 | | |
Class A: | |
Shares Subscribed | | | 987 | | | | 5,388 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 384 | | |
Shares Redeemed | | | (4,852 | ) | | | (5,604 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (3,865 | ) | | | 168 | | |
Class L: | |
Shares Exchanged | | | 2 | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (4 | ) | | | (2 | ) | |
Net Decrease in Class L Shares Outstanding | | | (2 | ) | | | (1 | ) | |
Class C: | |
Shares Subscribed | | | 40 | | | | 597 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 62 | | |
Shares Redeemed | | | (602 | ) | | | (423 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (562 | ) | | | 236 | | |
Class R6:* | |
Shares Subscribed | | | 4,195 | | | | 1,686 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 74 | | |
Shares Redeemed | | | (1,424 | ) | | | (776 | ) | |
Net Increase in Class R6 Shares Outstanding | | | 2,771 | | | | 984 | | |
Class IR: | |
Shares Subscribed | | | 1,851 | | | | — | | |
Shares Issued on Distributions Reinvested | | | — | | | | 79 | | |
Net Increase in Class IR Shares Outstanding | | | 1,851 | | | | 79 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 38.44 | | | $ | 41.46 | | | $ | 26.73 | | | $ | 19.77 | | | $ | 22.52 | | | $ | 14.93 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.03 | ) | | | (0.30 | ) | | | (0.22 | ) | | | (0.04 | ) | | | (0.04 | ) | | | (0.08 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (17.42 | ) | | | (1.90 | ) | | | 15.05 | | | | 7.00 | | | | (2.66 | ) | | | 8.04 | | |
Total from Investment Operations | | | (17.45 | ) | | | (2.20 | ) | | | 14.83 | | | | 6.96 | | | | (2.70 | ) | | | 7.96 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.82 | ) | | | (0.10 | ) | | | — | | | | (0.05 | ) | | | (0.37 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 20.99 | | | $ | 38.44 | | | $ | 41.46 | | | $ | 26.73 | | | $ | 19.77 | | | $ | 22.52 | | |
Total Return(4) | | | (45.40 | )%(7) | | | (5.24 | )% | | | 55.49 | % | | | 35.20 | % | | | (12.04 | )% | | | 53.38 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,115,400 | | | $ | 3,229,961 | | | $ | 3,152,320 | | | $ | 1,284,678 | | | $ | 649,580 | | | $ | 358,141 | | |
Ratio of Expenses Before Expense Limitation | | | 1.09 | %(8) | | | 0.99 | % | | | 0.98 | % | | | 1.03 | % | | | 1.04 | % | | | 1.10 | % | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(5)(8) | | | 0.99 | %(5) | | | 0.97 | %(5) | | | 0.99 | %(5) | | | 0.99 | %(5) | | | 0.98 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.99 | %(5) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.20 | )%(5)(8) | | | (0.70 | )%(5) | | | (0.70 | )%(5) | | | (0.15 | )%(5) | | | (0.19 | )%(5) | | | (0.42 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 14 | %(7) | | | 36 | % | | | 25 | % | | | 20 | % | | | 36 | % | | | 30 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 37.49 | | | $ | 40.57 | | | $ | 26.23 | | | $ | 19.46 | | | $ | 22.25 | | | $ | 14.79 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.07 | ) | | | (0.41 | ) | | | (0.30 | ) | | | (0.10 | ) | | | (0.11 | ) | | | (0.15 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (16.98 | ) | | | (1.85 | ) | | | 14.74 | | | | 6.87 | | | | (2.63 | ) | | | 7.98 | | |
Total from Investment Operations | | | (17.05 | ) | | | (2.26 | ) | | | 14.44 | | | | 6.77 | | | | (2.74 | ) | | | 7.83 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.82 | ) | | | (0.10 | ) | | | — | | | | (0.05 | ) | | | (0.37 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 20.44 | | | $ | 37.49 | | | $ | 40.57 | | | $ | 26.23 | | | $ | 19.46 | | | $ | 22.25 | | |
Total Return(4) | | | (45.48 | )%(7) | | | (5.50 | )% | | | 55.06 | % | | | 34.79 | % | | | (12.36 | )% | | | 53.01 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 268,930 | | | $ | 638,203 | | | $ | 683,897 | | | $ | 336,109 | | | $ | 223,098 | | | $ | 186,988 | | |
Ratio of Expenses Before Expense Limitation | | | 1.36 | %(8) | | | 1.28 | % | | | 1.26 | % | | | 1.30 | % | | | 1.34 | % | | | 1.36 | % | |
Ratio of Expenses After Expense Limitation | | | 1.35 | %(5)(8) | | | 1.28 | %(5) | | | 1.25 | %(5) | | | 1.29 | %(5) | | | 1.33 | %(5) | | | 1.27 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.28 | %(5) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.54 | )%(5)(8) | | | (0.99 | )%(5) | | | (0.96 | )%(5) | | | (0.44 | )%(5) | | | (0.51 | )%(5) | | | (0.74 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 14 | %(7) | | | 36 | % | | | 25 | % | | | 20 | % | | | 36 | % | | | 30 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 35.60 | | | $ | 38.79 | | | $ | 25.23 | | | $ | 18.82 | | | $ | 21.63 | | | $ | 14.47 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.13 | ) | | | (0.62 | ) | | | (0.44 | ) | | | (0.23 | ) | | | (0.22 | ) | | | (0.22 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (16.11 | ) | | | (1.75 | ) | | | 14.10 | | | | 6.64 | | | | (2.54 | ) | | | 7.75 | | |
Total from Investment Operations | | | (16.24 | ) | | | (2.37 | ) | | | 13.66 | | | | 6.41 | | | | (2.76 | ) | | | 7.53 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.82 | ) | | | (0.10 | ) | | | — | | | | (0.05 | ) | | | (0.37 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 19.36 | | | $ | 35.60 | | | $ | 38.79 | | | $ | 25.23 | | | $ | 18.82 | | | $ | 21.63 | | |
Total Return(4) | | | (45.62 | )%(7) | | | (6.04 | )% | | | 54.15 | % | | | 34.06 | % | | | (12.81 | )% | | | 52.11 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 199 | | | $ | 448 | | | $ | 533 | | | $ | 512 | | | $ | 382 | | | $ | 364 | | |
Ratio of Expenses Before Expense Limitation | | | 2.40 | %(8) | | | 2.15 | % | | | 2.14 | % | | | 2.19 | % | | | 2.28 | % | | | 2.51 | % | |
Ratio of Expenses After Expense Limitation | | | 1.85 | %(5)(8) | | | 1.85 | %(5) | | | 1.84 | %(5) | | | 1.84 | %(5) | | | 1.84 | %(5) | | | 1.84 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.85 | %(5) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.02 | )%(5)(8) | | | (1.56 | )%(5) | | | (1.54 | )%(5) | | | (0.99 | )%(5) | | | (1.02 | )%(5) | | | (1.16 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 14 | %(7) | | | 36 | % | | | 25 | % | | | 20 | % | | | 36 | % | | | 30 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 35.08 | | | $ | 38.29 | | | $ | 24.94 | | | $ | 18.63 | | | $ | 21.46 | | | $ | 14.39 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.16 | ) | | | (0.66 | ) | | | (0.48 | ) | | | (0.26 | ) | | | (0.27 | ) | | | (0.29 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (15.86 | ) | | | (1.73 | ) | | | 13.93 | | | | 6.57 | | | | (2.51 | ) | | | 7.73 | | |
Total from Investment Operations | | | (16.02 | ) | | | (2.39 | ) | | | 13.45 | | | | 6.31 | | | | (2.78 | ) | | | 7.44 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.82 | ) | | | (0.10 | ) | | | — | | | | (0.05 | ) | | | (0.37 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 19.06 | | | $ | 35.08 | | | $ | 38.29 | | | $ | 24.94 | | | $ | 18.63 | | | $ | 21.46 | | |
Total Return(4) | | | (45.67 | )%(7) | | | (6.17 | )% | | | 53.94 | % | | | 33.87 | % | | | (13.00 | )% | | | 51.77 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 39,009 | | | $ | 91,503 | | | $ | 90,845 | | | $ | 53,257 | | | $ | 35,297 | | | $ | 23,334 | | |
Ratio of Expenses Before Expense Limitation | | | 2.05 | %(8) | | | 1.98 | % | | | 1.98 | % | | | 2.03 | % | | | 2.06 | % | | | 2.10 | % | |
Ratio of Expenses After Expense Limitation | | | 2.05 | %(5)(8) | | | 1.98 | %(5) | | | 1.97 | %(5) | | | 2.02 | %(5) | | | 2.04 | %(5) | | | 2.01 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.98 | %(5) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.24 | )%(5)(8) | | | (1.69 | )%(5) | | | (1.68 | )%(5) | | | (1.17 | )%(5) | | | (1.24 | )%(5) | | | (1.45 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 14 | %(7) | | | 36 | % | | | 25 | % | | | 20 | % | | | 36 | % | | | 30 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(2) | | 2019(2) | | 2018(2) | | 2017(2) | |
Net Asset Value, Beginning of Period | | $ | 38.58 | | | $ | 41.56 | | | $ | 26.77 | | | $ | 19.79 | | | $ | 22.54 | | | $ | 14.94 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.01 | ) | | | (0.25 | ) | | | (0.18 | ) | | | (0.02 | ) | | | 0.02 | | | | (0.12 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (17.49 | ) | | | (1.91 | ) | | | 15.07 | | | | 7.00 | | | | (2.72 | ) | | | 8.09 | | |
Total from Investment Operations | | | (17.50 | ) | | | (2.16 | ) | | | 14.89 | | | | 6.98 | | | | (2.70 | ) | | | 7.97 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.82 | ) | | | (0.10 | ) | | | — | | | | (0.05 | ) | | | (0.37 | ) | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 21.08 | | | $ | 38.58 | | | $ | 41.56 | | | $ | 26.77 | | | $ | 19.79 | | | $ | 22.54 | | |
Total Return(5) | | | (45.36 | )%(8) | | | (5.13 | )% | | | 55.63 | % | | | 35.27 | % | | | (12.03 | )% | | | 53.41 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 130,390 | | | $ | 131,721 | | | $ | 101,008 | | | $ | 50,083 | | | $ | 14,016 | | | $ | 57,629 | | |
Ratio of Expenses Before Expense Limitation | | | 0.93 | %(9) | | | 0.90 | % | | | 0.90 | % | | | 0.98 | % | | | 0.95 | % | | | 1.03 | % | |
Ratio of Expenses After Expense Limitation | | | 0.91 | %(6)(9) | | | 0.88 | %(6) | | | 0.88 | %(6) | | | 0.91 | %(6) | | | 0.92 | %(6) | | | 0.92 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.88 | %(6) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.05 | )%(6)(9) | | | (0.59 | )%(6) | | | (0.59 | )%(6) | | | (0.07 | )%(6) | | | 0.09 | %(6) | | | (0.56 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 14 | %(8) | | | 36 | % | | | 25 | % | | | 20 | % | | | 36 | % | | | 30 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 15, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 38.60 | | | $ | 41.58 | | | $ | 26.78 | | | $ | 19.79 | | | $ | 25.37 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.00 | )(4) | | | (0.25 | ) | | | (0.19 | ) | | | (0.02 | ) | | | (0.06 | ) | |
Net Realized and Unrealized Gain Gain (Loss) | | | (17.51 | ) | | | (1.91 | ) | | | 15.09 | | | | 7.01 | | | | (5.47 | ) | |
Total from Investment Operations | | | (17.51 | ) | | | (2.16 | ) | | | 14.90 | | | | 6.99 | | | | (5.53 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.82 | ) | | | (0.10 | ) | | | — | | | | (0.05 | ) | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 21.09 | | | $ | 38.60 | | | $ | 41.58 | | | $ | 26.78 | | | $ | 19.79 | | |
Total Return(5) | | | (45.36 | )%(8) | | | (5.13 | )% | | | 55.64 | % | | | 35.32 | % | | | (21.84 | )%(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 116,389 | | | $ | 141,615 | | | $ | 149,281 | | | $ | 110,401 | | | $ | 81,592 | | |
Ratio of Expenses Before Expense Limitation | | | 0.91 | %(9) | | | 0.88 | % | | | 0.89 | % | | | 0.93 | % | | | 0.95 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 0.91 | %(6)(9) | | | 0.88 | %(6) | | | 0.88 | %(6) | | | 0.91 | %(6) | | | 0.93 | %(6)(9) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.88 | %(6) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.03 | )%(6)(9) | | | (0.59 | )%(6) | | | (0.60 | )%(6) | | | (0.07 | )%(6) | | | (0.46 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(9) | |
Portfolio Turnover Rate | | | 14 | %(8) | | | 36 | % | | | 25 | % | | | 20 | % | | | 36 | % | |
(1) Not consolidated.
(2) Commencement of Offering.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the International Opportunity Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. On April 30, 2015 the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, International Opportunity Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2022, the Subsidiary
represented approximately $14,661,000 or approximately 0.88% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
prices obtained from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close
of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Air Freight & Logistics | | $ | — | | | $ | 112,036 | | | $ | — | | | $ | 112,036 | | |
Banks | | | 101,748 | | | | 154,709 | | | | — | | | | 256,457 | | |
Beverages | | | — | | | | 10,768 | | | | — | | | | 10,768 | | |
Biotechnology | | | — | | | | 21,268 | | | | — | | | | 21,268 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Electronic Equipment, Instruments & Components | | $ | — | | | $ | 47,154 | | | $ | — | | | $ | 47,154 | | |
Entertainment | | | 66,442 | | | | 6,470 | | | | — | | | | 72,912 | | |
Food & Staples Retailing | | | — | | | | 55,121 | | | | — | | | | 55,121 | | |
Food Products | | | — | | | | 22,494 | | | | — | | | | 22,494 | | |
Hotels, Restaurants & Leisure | | | 47,323 | | | | 49,369 | | | | — | | | | 96,692 | | |
Information Technology Services | | | 91,780 | | | | 55,202 | | | | — | | | | 146,982 | | |
Interactive Media & Services | | | — | | | | 109,027 | | | | — | | | | 109,027 | | |
Internet & Direct Marketing Retail | | | 166,569 | | | | 104,622 | | | | — | | | | 271,191 | | |
Machinery | | | — | | | | 15,444 | | | | — | | | | 15,444 | | |
Multi-Line Retail | | | 12,656 | | | | — | | | | — | | | | 12,656 | | |
Road & Rail | | | 32,884 | | | | — | | | | — | | | | 32,884 | | |
Semiconductors & Semiconductor Equipment | | | — | | | | 87,590 | | | | — | | | | 87,590 | | |
Textiles, Apparel & Luxury Goods | | | 37,357 | | | | 223,366 | | | | — | | | | 260,723 | | |
Total Common Stocks | | | 556,759 | | | | 1,074,640 | | | | — | | | | 1,631,399 | | |
Investment Company | | | 12,361 | | | | — | | | | — | | | | 12,361 | | |
Call Options Purchased | | | — | | | | 24 | | | | — | | | | 24 | | |
Short-Term Investments | |
Investment Company | | | 16,349 | | | | — | | | | — | | | | 16,349 | | |
Repurchase Agreements | | | — | | | | 97 | | | | — | | | | 97 | | |
Total Short-Term Investments | | | 16,349 | | | | 97 | | | | — | | | | 16,446 | | |
Total Assets | | $ | 585,469 | | | $ | 1,074,761 | | | $ | — | | | $ | 1,660,230 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the
underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives of Assets and Liabilities Location | | Primary Risk Exposure | | Consolidated Statement Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 24 | (a) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The following table sets forth by primary risk exposure the Fund's change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (1,923 | )(b) | |
(b) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets(c) (000) | | Liabilities(c) (000) | |
Purchased Options | | $ | 24 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(c) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a
counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(d) (000) | | Net Amount (not less than $0) (000) | |
JP Morgan Chase Bank NA | | $ | 24 | | | $ | — | | | $ | (24 | ) | | $ | 0 | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 1,554,028,000 | | |
6. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Consolidated Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 33,813 | (e) | | $ | — | | | $ | (33,813 | )(f)(g) | | $ | 0 | | |
(e) Represents market value of loaned securities at period end.
(f) The Fund received cash collateral of approximately $546,000, of which approximately $518,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments. As of June 30, 2022, there was uninvested cash of approximately $28,000, which is not reflected in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $36,202,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Consolidated Portfolio of Investments.
(g) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the
remaining contractual maturity of those transactions as of June 30, 2022:
Remaining Contractual Maturity of the Agreements | |
| | Overnight and Continuous (000) | | <30 days (000) | | Between 30 & 90 days (000) | | >90 days (000) | | Total (000) | |
Securities Lending Transactions | |
Common Stocks | | $ | 546 | | | $ | — | | | $ | — | | | $ | — | | | $ | 546 | | |
Total Borrowings | | $ | 546 | | | $ | — | | | $ | — | | | $ | — | | | $ | 546 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 546 | | |
7. Redemption Fees: The Fund will assess a 2% redemption fee, on Class I shares, Class A shares, Class L shares, Class C shares, Class R6 shares and Class IR shares which is paid directly to the Fund, for shares redeemed or exchanged within thirty days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading. These fees, if any, are included in the Consolidated Statements of Changes in Net Assets.
8. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
9. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
10. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
| 0.80 | % | | | 0.75 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.77% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.00% for Class I shares, 1.35% for Class A shares, 1.85% for Class L shares, 2.10% for Class C shares, 0.94% for Class R6 shares and 0.94% for Class IR shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $860,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the
Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $377,065,000 and $1,089,259,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $25,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 147,997 | | | $ | 621,679 | | | $ | 753,327 | | | $ | 46 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 16,349 | | |
During the six months ended June 30, 2022, the Fund incurred approximately $15,000 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator, Sub-Adviser and Distributor, for portfolio transactions executed on behalf of the Fund.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | 90,772 | | | $ | — | | | $ | 9,935 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 37,783 | | | $ | (37,783 | ) | |
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | — | | | $ | 105,904 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 25.5%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Market: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser, Sub-Adviser and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one-year period but better than its peer group average for the three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's actual management fee and total expense ratio were higher than but close to its peer group averages and contractual management fee was lower than its peer group average. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
32
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
33
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
34
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIIIOSAN
4877800 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Multi-Asset Real Return Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 9 | | |
Consolidated Statement of Operations | | | 11 | | |
Consolidated Statements of Changes in Net Assets | | | 12 | | |
Consolidated Financial Highlights | | | 13 | | |
Notes to Consolidated Financial Statements | | | 17 | | |
Investment Advisory Agreement Approval | | | 29 | | |
Liquidity Risk Management Program | | | 31 | | |
U.S. Customer Privacy Notice | | | 32 | | |
Director and Officer Information | | | 35 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Multi-Asset Real Return Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Expense Example
Multi-Asset Real Return Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Multi-Asset Real Return Portfolio Class I | | $ | 1,000.00 | | | $ | 953.30 | | | $ | 1,021.03 | | | $ | 3.68 | | | $ | 3.81 | | | | 0.76 | % | |
Multi-Asset Real Return Portfolio Class A | | | 1,000.00 | | | | 951.60 | | | | 1,019.54 | | | | 5.13 | | | | 5.31 | | | | 1.06 | | |
Multi-Asset Real Return Portfolio Class C | | | 1,000.00 | | | | 947.70 | | | | 1,015.57 | | | | 8.98 | | | | 9.30 | | | | 1.86 | | |
Multi-Asset Real Return Portfolio Class R6(1) | | | 1,000.00 | | | | 953.30 | | | | 1,021.22 | | | | 3.49 | | | | 3.61 | | | | 0.72 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments
Multi-Asset Real Return Portfolio
| | Shares | | Value (000) | |
Common Stocks (15.9%) | |
Australia (0.7%) | |
Evolution Mining Ltd. | | | 20,806 | | | $ | 34 | | |
Gold Road Resources Ltd. | | | 10,780 | | | | 9 | | |
Newcrest Mining Ltd. | | | 8,851 | | | | 126 | | |
Newcrest Mining Ltd. (a) | | | 944 | | | | 13 | | |
Northern Star Resources Ltd. | | | 13,276 | | | | 62 | | |
Perseus Mining Ltd. | | | 14,099 | | | | 15 | | |
Ramelius Resources Ltd. | | | 10,559 | | | | 6 | | |
Regis Resources Ltd. | | | 9,906 | | | | 9 | | |
Resolute Mining Ltd. (b) | | | 15,939 | | | | 3 | | |
Silver Lake Resources Ltd. (b) | | | 10,313 | | | | 9 | | |
St. Barbara Ltd. | | | 9,862 | | | | 5 | | |
Westgold Resources Ltd. | | | 4,937 | | | | 4 | | |
| | | 295 | | |
Austria (0.0%) (c) | |
OMV AG | | | 352 | | | | 16 | | |
Canada (3.6%) | |
Agnico-Eagle Mines Ltd. (NYSE) | | | 2,569 | | | | 118 | | |
Agnico Eagle Mines Ltd. (TSX) | | | 2,607 | | | | 119 | | |
Alamos Gold, Inc., Class A | | | 4,888 | | | | 34 | | |
Argonaut Gold, Inc. (a)(b) | | | 4,144 | | | | 1 | | |
B2Gold Corp. | | | 13,047 | | | | 44 | | |
Barrick Gold Corp. | | | 18,280 | | | | 323 | | |
Centerra Gold, Inc. | | | 3,452 | | | | 23 | | |
Dundee Precious Metals, Inc. | | | 2,450 | | | | 12 | | |
Eldorado Gold Corp. (b) | | | 2,133 | | | | 14 | | |
Endeavour Silver Corp. (b) | | | 1,873 | | | | 6 | | |
Equinox Gold Corp. (b) | | | 3,303 | | | | 15 | | |
First Majestic Silver Corp. | | | 3,041 | | | | 22 | | |
Fortuna Silver Mines, Inc. (a)(b) | | | 2,195 | | | | 6 | | |
Franco-Nevada Corp. | | | 2,070 | | | | 272 | | |
GoGold Resources, Inc. (b) | | | 3,629 | | | | 6 | | |
IAMGOLD Corp. (a)(b) | | | 5,746 | | | | 9 | | |
K92 Mining, Inc. (b) | | | 2,565 | | | | 15 | | |
Kinross Gold Corp. | | | 18,331 | | | | 66 | | |
New Gold, Inc. (b) | | | 10,055 | | | | 11 | | |
OceanaGold Corp. (b) | | | 7,584 | | | | 15 | | |
Osisko Gold Royalties Ltd. | | | 2,053 | | | | 21 | | |
Pan American Silver Corp. | | | 2,533 | | | | 50 | | |
Sandstorm Gold Ltd. | | | 2,239 | | | | 13 | | |
Silvercorp Metals, Inc. | | | 2,106 | | | | 5 | | |
SSR Mining, Inc. | | | 2,439 | | | | 41 | | |
Torex Gold Resources, Inc. (b) | | | 971 | | | | 8 | | |
Victoria Gold Corp. (b) | | | 717 | | | | 6 | | |
Wesdome Gold Mines Ltd. (b) | | | 1,576 | | | | 14 | | |
Wheaton Precious Metals Corp. | | | 4,773 | | | | 172 | | |
Yamana Gold, Inc. | | | 11,023 | | | | 51 | | |
| | | 1,512 | | |
China (0.3%) | |
Zhaojin Mining Industry Co., Ltd. H Shares (b)(d) | | | 33,863 | | | | 29 | | |
Zijin Mining Group Co., Ltd. H Shares (d) | | | 73,765 | | | | 90 | | |
| | | 119 | | |
| | Shares | | Value (000) | |
Finland (0.1%) | |
Neste Oyj | | | 993 | | | $ | 44 | | |
France (0.7%) | |
TotalEnergies SE | | | 5,904 | | | | 311 | | |
Italy (0.2%) | |
Eni SpA | | | 5,999 | | | | 71 | | |
Tenaris SA | | | 1,100 | | | | 14 | | |
| | | 85 | | |
Norway (0.3%) | |
Aker BP ASA | | | 932 | | | | 35 | | |
Equinor ASA | | | 2,307 | | | | 80 | | |
| | | 115 | | |
Peru (0.0%) (c) | |
Cia de Minas Buenaventura SAA ADR | | | 2,945 | | | | 19 | | |
Portugal (0.0%) (c) | |
Galp Energia SGPS SA | | | 1,162 | | | | 14 | | |
South Africa (0.4%) | |
AngloGold Ashanti Ltd. ADR | | | 4,586 | | | | 68 | | |
DRDGOLD Ltd. ADR | | | 1,024 | | | | 6 | | |
Gold Fields Ltd. ADR | | | 9,391 | | | | 85 | | |
Harmony Gold Mining Co., Ltd. ADR (a) | | | 6,633 | | | | 21 | | |
| | | 180 | | |
Spain (0.1%) | |
Repsol SA (a) | | | 3,508 | | | | 52 | | |
Sweden (0.1%) | |
Lundin Energy AB (a) | | | 665 | | | | 26 | | |
United Kingdom (1.8%) | |
BP PLC | | | 46,725 | | | | 219 | | |
Centamin PLC | | | 13,459 | | | | 13 | | |
Endeavour Mining PLC | | | 2,989 | | | | 62 | | |
Shell PLC | | | 18,306 | | | | 477 | | |
| | | 771 | | |
United States (7.6%) | |
Acadia Realty Trust REIT | | | 117 | | | | 2 | | |
Agree Realty Corp. REIT | | | 98 | | | | 7 | | |
Alexander & Baldwin, Inc. REIT | | | 98 | | | | 2 | | |
Alexander's, Inc. REIT | | | 3 | | | | 1 | | |
Alexandria Real Estate Equities, Inc. REIT | | | 202 | | | | 29 | | |
American Assets Trust, Inc. REIT | | | 70 | | | | 2 | | |
American Campus Communities, Inc. REIT | | | 215 | | | | 14 | | |
American Homes 4 Rent, Class A REIT | | | 443 | | | | 16 | | |
Americold Realty Trust, Inc., REIT | | | 373 | | | | 11 | | |
Apartment Income Corp. REIT | | | 232 | | | | 10 | | |
Apartment Investment and Management Co., Class A REIT (b) | | | 202 | | | | 1 | | |
Apple Hospitality, Inc. REIT | | | 330 | | | | 5 | | |
Armada Hoffler Properties, Inc. REIT | | | 81 | | | | 1 | | |
AvalonBay Communities, Inc. REIT | | | 218 | | | | 42 | | |
Baker Hughes Co. | | | 643 | | | | 19 | | |
Boston Properties, Inc. REIT | | | 230 | | | | 20 | | |
Brandywine Realty Trust REIT | | | 266 | | | | 3 | | |
Brixmor Property Group, Inc. REIT | | | 463 | | | | 9 | | |
Broadstone Net Lease, Inc. REIT | | | 227 | | | | 5 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Multi-Asset Real Return Portfolio
| | Shares | | Value (000) | |
United States (cont'd) | |
Camden Property Trust REIT | | | 151 | | | $ | 20 | | |
CareTrust, Inc. REIT | | | 131 | | | | 2 | | |
Centerspace REIT | | | 17 | | | | 1 | | |
Chatham Lodging Trust REIT (b) | | | 64 | | | | 1 | | |
Cheniere Energy, Inc. | | | 185 | | | | 25 | | |
Chevron Corp. | | | 1,484 | | | | 215 | | |
City Office, Inc. REIT | | | 59 | | | | 1 | | |
Coeur Mining, Inc. (b) | | | 3,664 | | | | 11 | | |
Community Healthcare Trust, Inc. REIT | | | 31 | | | | 1 | | |
ConocoPhillips | | | 1,023 | | | | 92 | | |
Corporate Office Properties Trust REIT | | | 175 | | | | 5 | | |
Coterra Energy, Inc. | | | 603 | | | | 16 | | |
Cousins Properties, Inc. REIT | | | 232 | | | | 7 | | |
CubeSmart REIT | | | 304 | | | | 13 | | |
Devon Energy Corp. | | | 499 | | | | 27 | | |
Diamondback Energy, Inc. | | | 134 | | | | 16 | | |
DiamondRock Hospitality Co. REIT (b) | | | 327 | | | | 3 | | |
Digital Realty Trust, Inc. REIT | | | 436 | | | | 57 | | |
DigitalBridge Group, Inc. REIT (b) | | | 753 | | | | 4 | | |
Diversified Healthcare Trust REIT | | | 324 | | | | 1 | | |
Douglas Emmett, Inc. REIT | | | 273 | | | | 6 | | |
Duke Realty Corp. REIT | | | 582 | | | | 32 | | |
Easterly Government Properties, Inc. REIT | | | 112 | | | | 2 | | |
EastGroup Properties, Inc. REIT | | | 63 | | | | 10 | | |
Empire State Realty Trust, Inc., Class A REIT | | | 196 | | | | 1 | | |
EOG Resources, Inc. | | | 454 | | | | 50 | | |
EPR Properties REIT | | | 117 | | | | 5 | | |
Equinix, Inc. REIT | | | 138 | | | | 91 | | |
Equity Commonwealth REIT (b) | | | 190 | | | | 5 | | |
Equity Lifestyle Properties, Inc. REIT | | | 269 | | | | 19 | | |
Equity Residential REIT | | | 552 | | | | 40 | | |
Essential Properties Realty Trust, Inc. REIT | | | 166 | | | | 4 | | |
Essex Property Trust, Inc. REIT | | | 101 | | | | 26 | | |
Extra Space Storage, Inc. REIT | | | 205 | | | | 35 | | |
Exxon Mobil Corp. | | | 3,261 | | | | 279 | | |
Federal Realty OP LP REIT | | | 108 | | | | 10 | | |
First Industrial Realty Trust, Inc. REIT | | | 202 | | | | 10 | | |
Four Corners Property Trust, Inc. REIT | | | 118 | | | | 3 | | |
Franklin Street Properties Corp., Class C REIT | | | 138 | | | | 1 | | |
Gaming and Leisure Properties, Inc. REIT | | | 344 | | | | 16 | | |
GEO Group, Inc. REIT (a)(b) | | | 165 | | | | 1 | | |
Getty Realty Corp. REIT | | | 50 | | | | 1 | | |
Gladstone Commercial Corp. REIT | | | 48 | | | | 1 | | |
Global Medical, Inc. REIT | | | 76 | | | | 1 | | |
Global Net Lease, Inc. REIT | | | 121 | | | | 2 | | |
Halliburton Co. | | | 702 | | | | 22 | | |
Healthcare Realty Trust, Inc. REIT | | | 218 | | | | 6 | | |
Healthcare Trust of America, Inc., Class A REIT | | | 341 | | | | 9 | | |
Healthpeak Properties, Inc. REIT | | | 840 | | | | 22 | | |
Hecla Mining Co. | | | 5,917 | | | | 23 | | |
Hess Corp. | | | 217 | | | | 23 | | |
Highwoods Properties, Inc. REIT | | | 162 | | | | 6 | | |
Host Hotels & Resorts, Inc. REIT | | | 1,098 | | | | 17 | | |
Hudson Pacific Properties, Inc. REIT | | | 235 | | | | 3 | | |
| | Shares | | Value (000) | |
Independence Realty Trust, Inc. REIT | | | 159 | | | $ | 3 | | |
Industrial Logistics Properties Trust REIT | | | 88 | | | | 1 | | |
Innovative Industrial Properties, Inc. REIT | | | 37 | | | | 4 | | |
Invitation Homes, Inc. REIT | | | 884 | | | | 31 | | |
Iron Mountain, Inc. REIT | | | 450 | | | | 22 | | |
iStar, Inc. REIT | | | 100 | | | | 1 | | |
JBG SMITH Properties REIT | | | 184 | | | | 4 | | |
Kilroy Realty Corp. REIT | | | 162 | | | | 8 | | |
Kimco Realty Corp. REIT | | | 907 | | | | 18 | | |
Kinder Morgan, Inc. | | | 1,566 | | | | 26 | | |
Kite Realty Group Trust REIT | | | 339 | | | | 6 | | |
Life Storage, Inc. REIT | | | 118 | | | | 13 | | |
LTC Properties, Inc. REIT | | | 53 | | | | 2 | | |
LXP Industrial Trust REIT | | | 433 | | | | 5 | | |
Macerich Co. REIT | | | 229 | | | | 2 | | |
Marathon Petroleum Corp. | | | 480 | | | | 39 | | |
Medical Properties Trust, Inc. REIT | | | 900 | | | | 14 | | |
Mid-America Apartment Communities, Inc. REIT | | | 179 | | | | 31 | | |
National Health Investors, Inc. REIT | | | 66 | | | | 4 | | |
National Retail Properties, Inc. REIT | | | 273 | | | | 12 | | |
National Storage Affiliates Trust REIT | | | 130 | | | | 6 | | |
Necessity Retail, Inc. REIT | | | 148 | | | | 1 | | |
NETSTREIT Corp. REIT | | | 53 | | | | 1 | | |
Newmont Corp. | | | 8,547 | | | | 510 | | |
NexPoint Residential Trust, Inc. REIT | | | 31 | | | | 2 | | |
Occidental Petroleum Corp. | | | 735 | | | | 43 | | |
Office Properties Income Trust REIT | | | 66 | | | | 1 | | |
Omega Healthcare Investors, Inc. REIT | | | 361 | | | | 10 | | |
One Liberty Properties, Inc. REIT | | | 21 | | | | 1 | | |
ONEOK, Inc. | | | 343 | | | | 19 | | |
Orion Office, Inc. REIT | | | 72 | | | | 1 | | |
Paramount Group, Inc. REIT | | | 238 | | | | 2 | | |
Park Hotels & Resorts, Inc. REIT | | | 368 | | | | 5 | | |
Pebblebrook Hotel Trust REIT | | | 205 | | | | 3 | | |
Phillips 66 | | | 374 | | | | 31 | | |
Physicians Realty Trust REIT | | | 326 | | | | 6 | | |
Piedmont Office Realty Trust, Inc., Class A REIT | | | 193 | | | | 3 | | |
Pioneer Natural Resources Co. | | | 180 | | | | 40 | | |
ProLogis, Inc. REIT | | | 1,152 | | | | 136 | | |
PS Business Parks, Inc. REIT | | | 32 | | | | 6 | | |
Public Storage REIT | | | 244 | | | | 76 | | |
Realty Income Corp. REIT | | | 835 | | | | 57 | | |
Regency Centers Corp. REIT | | | 238 | | | | 14 | | |
Retail Opportunity Investments Corp. REIT | | | 184 | | | | 3 | | |
Rexford Industrial Realty, Inc. REIT | | | 205 | | | | 12 | | |
RLJ Lodging Trust REIT | | | 257 | | | | 3 | | |
Royal Gold, Inc. | | | 723 | | | | 77 | | |
RPT Realty REIT | | | 110 | | | | 1 | | |
Ryman Hospitality Properties, Inc. REIT (b) | | | 83 | | | | 6 | | |
Sabra Health Care, Inc. REIT | | | 329 | | | | 5 | | |
Safehold, Inc. REIT | | | 21 | | | | 1 | | |
Saul Centers, Inc. REIT | | | 19 | | | | 1 | | |
Schlumberger NV | | | 1,104 | | | | 39 | | |
Seritage Growth Properties, Class A REIT (b) | | | 46 | | | | — | @ | |
Service Properties Trust REIT | | | 224 | | | | 1 | | |
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Multi-Asset Real Return Portfolio
| | Shares | | Value (000) | |
United States (cont'd) | |
Simon Property Group, Inc. REIT | | | 511 | | | $ | 48 | | |
SITE Centers Corp. REIT | | | 242 | | | | 3 | | |
SL Green Realty Corp. REIT (a) | | | 108 | | | | 5 | | |
Spirit Realty Capital, Inc. REIT | | | 179 | | | | 7 | | |
STAG Industrial, Inc. REIT | | | 247 | | | | 8 | | |
STORE Capital Corp. REIT | | | 368 | | | | 10 | | |
Summit Hotel Properties, Inc. REIT (b) | | | 143 | | | | 1 | | |
Sun Communities, Inc. REIT | | | 168 | | | | 27 | | |
Sunstone Hotel Investors, Inc. REIT (b) | | | 336 | | | | 3 | | |
Tanger Factory Outlet Centers, Inc. REIT | | | 128 | | | | 2 | | |
Terreno Realty Corp. REIT | | | 108 | | | | 6 | | |
UDR, Inc. REIT | | | 463 | | | | 21 | | |
UMH Properties, Inc. REIT | | | 56 | | | | 1 | | |
Universal Health Realty Income Trust REIT | | | 19 | | | | 1 | | |
Urban Edge Properties REIT | | | 182 | | | | 3 | | |
Urstadt Biddle Properties, Inc., Class A REIT | | | 41 | | | | 1 | | |
Valero Energy Corp. | | | 319 | | | | 34 | | |
Ventas, Inc. REIT | | | 584 | | | | 30 | | |
Veris Residential, Inc. REIT (b) | | | 98 | | | | 1 | | |
VICI Properties, Inc. REIT | | | 1,155 | | | | 34 | | |
Vornado Realty Trust REIT | | | 254 | | | | 7 | | |
Washington Real Estate Investment Trust REIT | | | 133 | | | | 3 | | |
Welltower, Inc. REIT | | | 649 | | | | 53 | | |
Williams Cos., Inc. | | | 928 | | | | 29 | | |
WP Carey, Inc. REIT | | | 273 | | | | 23 | | |
Xenia Hotels & Resorts, Inc. REIT (b) | | | 177 | | | | 3 | | |
| | | 3,232 | | |
Total Common Stocks (Cost $7,795) | | | 6,791 | | |
| | Face Amount (000) | | | |
Sovereign (2.8%) | |
Canada (2.8%) | |
Canadian Government Real Return Bond, 3.00%, 12/1/36 (Cost $1,227) | | CAD | 1,238 | | | | 1,176 | | |
U.S. Treasury Securities (66.9%) | |
United States (66.9%) | |
U.S. Treasury Inflation Indexed Bonds, | |
0.13%, 7/15/24 - 1/15/32 | | $ | 21,713 | | | | 20,847 | | |
0.25%, 1/15/25 | | | 1,270 | | | | 1,278 | | |
0.38%, 7/15/23 | | | 1,266 | | | | 1,288 | | |
0.50%, 4/15/24 | | | 1,262 | | | | 1,280 | | |
0.63%, 4/15/23 - 1/15/24 | | | 2,510 | | | | 2,553 | | |
2.38%, 1/15/25 | | | 1,169 | | | | 1,239 | | |
Total U.S. Treasury Securities (Cost $28,776) | | | 28,485 | | |
| | Shares | | | |
Short-Term Investments (12.2%) | |
Securities held as Collateral on Loaned Securities (0.1%) | |
Investment Company (0.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) | | | 20,324 | | | | 20 | | |
| | Face Amount (000) | | Value (000) | |
Repurchase Agreements (0.0%) (c) | |
HSBC Securities USA, Inc. (1.50%, dated 6/30/22, due 7/1/22; proceeds $2; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 2/15/23 - 5/15/32; valued at $2) | | $ | 1,588 | | | $ | 2 | | |
Merrill Lynch & Co., Inc. (1.46%, dated 6/30/22, due 7/1/22; proceeds $3; fully collateralized by a U.S. Government obligation; 1.63% due 5/15/31; valued at $3) | | | 3,074 | | | | 3 | | |
| | | 5 | | |
Total Securities held as Collateral on Loaned Securities (Cost $25) | | | 25 | | |
| | Shares | | | |
Investment Company (12.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $5,141) | | | 5,141,472 | | | | 5,141 | | |
Total Short-Term Investments (Cost $5,166) | | | 5,166 | | |
Total Investments (97.8%) (Cost $42,964) Including $98 of Securities Loaned (e)(f)(g) | | | 41,618 | | |
Other Assets in Excess of Liabilities (2.2%) | | | 951 | | |
Net Assets (100.0%) | | $ | 42,569 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) All or a portion of this security was on loan at June 30, 2022.
(b) Non-income producing security.
(c) Amount is less than 0.05%.
(d) Security trades on the Hong Kong exchange.
(e) Securities are available for collateral in connection with open foreign currency forward exchange contracts, futures contracts and swap agreements.
(f) The approximate fair value and percentage of net assets, $1,773,000 and 4.2%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Consolidated Financial Statements.
(g) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $618,000 and the aggregate gross unrealized depreciation is approximately $1,812,000, resulting in net unrealized depreciation of approximately $1,194,000.
@ Value is less than $500.
ADR American Depositary Receipt.
NYSE New York Stock Exchange.
REIT Real Estate Investment Trust.
TSX Toronto Stock Exchange.
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Multi-Asset Real Return Portfolio
Foreign Currency Forward Exchange Contracts:
The Fund had the following foreign currency forward exchange contracts open at June 30, 2022:
Counterparty | | Contracts to Deliver (000) | | In Exchange For (000) | | Delivery Date | | Unrealized Appreciation (Depreciation) (000) | |
BNP Paribas SA | | EUR | 36 | | | $ | 38 | | | 9/15/22 | | $ | (— | @) | |
BNP Paribas SA | | GBP | 5 | | | $ | 6 | | | 9/15/22 | | | (— | @) | |
BNP Paribas SA | | JPY | 4,571 | | | $ | 34 | | | 9/15/22 | | | — | @ | |
Citibank NA | | GBP | 26 | | | $ | 32 | | | 9/15/22 | | | (— | @) | |
Goldman Sachs International | | $ | 536 | | | CHF | 511 | | | 9/15/22 | | | 2 | | |
Goldman Sachs International | | $ | 69 | | | EUR | 65 | | | 9/15/22 | | | (1 | ) | |
JPMorgan Chase Bank NA | | CHF | 31 | | | $ | 31 | | | 9/15/22 | | | (1 | ) | |
JPMorgan Chase Bank NA | | $ | 1,081 | | | CHF | 1,033 | | | 9/15/22 | | | 6 | | |
JPMorgan Chase Bank NA | | $ | 1,080 | | | EUR | 1,015 | | | 9/15/22 | | | (11 | ) | |
JPMorgan Chase Bank NA | | $ | 533 | | | EUR | 503 | | | 9/15/22 | | | (3 | ) | |
JPMorgan Chase Bank NA | | $ | 1,077 | | | GBP | 877 | | | 9/15/22 | | | (9 | ) | |
JPMorgan Chase Bank NA | | $ | 534 | | | GBP | 435 | | | 9/15/22 | | | (5 | ) | |
JPMorgan Chase Bank NA | | $ | 1,078 | | | JPY | 145,926 | | | 9/15/22 | | | 3 | | |
JPMorgan Chase Bank NA | | $ | 541 | | | JPY | 72,363 | | | 9/15/22 | | | (5 | ) | |
| | | | | | | | $ | (24 | ) | |
Futures Contracts:
The Fund had the following futures contracts open at June 30, 2022:
| | Number of Contracts | | Expiration Date | | Notional Amount (000) | | Value (000) | | Unrealized Appreciation (Depreciation) (000) | |
Long: | |
GOLD 100 OZ (United States) | | | 7 | | | Aug-22 | | $ | 1 | | | $ | 1,265 | | | $ | (41 | ) | |
ICE Brent Crude Oil Index (United States) | | | 10 | | | Dec-23 | | | 10 | | | | 888 | | | | (17 | ) | |
Short: | |
Euro Stoxx 50 Index (Germany) | | | 36 | | | Sep-22 | | EUR | (— | @) | | | (1,239 | ) | | | 13 | | |
S&P 500 E Mini Index (United States) | | | 11 | | | Sep-22 | | $ | (1 | ) | | | (2,084 | ) | | | (20 | ) | |
| | | | | | | | | | $ | (65 | ) | |
Interest Rate Swap Agreements:
The Fund had the following interest rate swap agreements open at June 30, 2022:
Swap Counterparty | | Floating Rate Index | | Pay/Receive Floating Rate | | Fixed Rate | | Payment Frequency Paid/Received | | Maturity Date | | Notional Amount (000) | | Value (000) | | Upfront Payment Paid (000) | | Unrealized Appreciation (Depreciation) (000) | |
Morgan Stanley & Co. LLC* | | US CPI All Urban Consumers Index | | Receive | | | 2.54 | % | | Semi-Annual/ Quarterly | | 9/2/31 | | $ | 6,486 | | | $ | 335 | | | $ | — | | | $ | 335 | | |
Morgan Stanley & Co. LLC* | | US CPI All Urban Consumers Index | | Receive | | | 2.68 | | | Semi-Annual/ Quarterly | | 12/15/31 | | | 4,713 | | | | 139 | | | | — | | | | 139 | | |
Morgan Stanley & Co. LLC* | | US CPI All Urban Consumers Index | | Pay | | | 2.91 | | | Semi-Annual/ Quarterly | | 12/15/26 | | | 4,713 | | | | (158 | ) | | | — | | | | (158 | ) | |
Morgan Stanley & Co. LLC* | | US CPI All Urban Consumers Index | | Receive | | | 2.66 | | | Semi-Annual/ Quarterly | | 2/16/32 | | | 3,500 | | | | 67 | | | | — | | | | 67 | | |
Morgan Stanley & Co. LLC* | | US CPI All Urban Consumers Index | | Pay | | | 2.91 | | | Semi-Annual/ Quarterly | | 2/16/27 | | | 3,505 | | | | (73 | ) | | | — | | | | (73 | ) | |
Morgan Stanley & Co. LLC* | | US CPI All Urban Consumers Index | | Receive | | | 2.92 | | | Semi-Annual/ Quarterly | | 3/3/32 | | | 7,995 | | | | (64 | ) | | | — | | | | (64 | ) | |
Morgan Stanley & Co. LLC* | | US CPI All Urban Consumers Index | | Pay | | | 3.28 | | | Semi-Annual/ Quarterly | | 3/3/27 | | | 7,995 | | | | (5 | ) | | | — | | | | (5 | ) | |
| | | | | | | | | | | | | | $ | 241 | | | $ | — | | | $ | 241 | | |
@ Value is less than $500.
* Cleared swap agreement, the broker is Morgan Stanley & Co. LLC.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Multi-Asset Real Return Portfolio
ICE Intercontinental Exchange.
CHF — Swiss Franc
EUR — Euro
GBP — British Pound
JPY — Japanese Yen
Portfolio Composition*
Classification | | Percentage of Total Investments | |
U.S. Treasury Securities | | | 68.4 | % | |
Short-Term Investments | | | 12.4 | | |
Metals & Mining | | | 6.8 | | |
Other** | | | 6.8 | | |
Oil, Gas & Consumable Fuels | | | 5.6 | | |
Total Investments | | | 100.0 | %*** | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2022.
** Industries and/or investment types representing less than 5% of total investments.
*** Does not include foreign currency forward exchange contracts with net unrealized depreciation of approximately $24,000, open long/short futures contracts with a value of approximately $5,476,000 and net unrealized depreciation of approximately $65,000. Also does not include open swap agreements with net unrealized appreciation of approximately $241,000.
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Multi-Asset Real Return Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $37,803) | | $ | 36,457 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $5,161) | | | 5,161 | | |
Total Investments in Securities, at Value (Cost $42,964) | | | 41,618 | | |
Cash | | | 2,442 | | |
Foreign Currency, at Value (Cost $65) | | | 64 | | |
Cash from Securities Lending | | | 1 | | |
Due from Broker | | | 730 | | |
Receivable for Investments Sold | | | 506 | | |
Receivable for Variation Margin on Futures Contracts | | | 378 | | |
Interest Receivable | | | 41 | | |
Receivable for Fund Shares Sold | | | 26 | | |
Dividends Receivable | | | 13 | | |
Due from Adviser | | | 12 | | |
Unrealized Appreciation on Foreign Currency Forward Exchange Contracts | | | 11 | | |
Receivable from Affiliate | | | 7 | | |
Tax Reclaim Receivable | | | 4 | | |
Receivable from Securities Lending Income | | | — | @ | |
Other Assets | | | 77 | | |
Total Assets | | | 45,930 | | |
Liabilities: | |
Payable for Investments Purchased | | | 3,062 | | |
Due to Broker | | | 102 | | |
Payable for Custodian Fees | | | 39 | | |
Unrealized Depreciation on Foreign Currency Forward Exchange Contracts | | | 35 | | |
Payable for Offering Costs | | | 30 | | |
Collateral on Securities Loaned, at Value | | | 26 | | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 3 | | |
Payable for Administration Fees | | | 3 | | |
Payable for Fund Shares Redeemed | | | 2 | | |
Deferred Capital Gain Country Tax | | | 2 | | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class I | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Other Liabilities | | | 53 | | |
Total Liabilities | | | 3,361 | | |
Net Assets | | $ | 42,569 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 43,271 | | |
Total Accumulated Loss | | | (702 | ) | |
Net Assets | | $ | 42,569 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Multi-Asset Real Return Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 32,443 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,114,133 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.42 | | |
CLASS A: | |
Net Assets | | $ | 5,702 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 547,348 | | |
Net Asset Value, Redemption Price Per Share | | $ | 10.42 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.58 | | |
Maximum Offering Price Per Share | | $ | 11.00 | | |
CLASS C: | |
Net Assets | | $ | 4,411 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 427,085 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.33 | | |
CLASS R6:* | |
Net Assets | | $ | 13 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,204 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.42 | | |
(1) Including: Securities on Loan, at Value: | | $ | 98 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Multi-Asset Real Return Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Interest from Securities of Unaffiliated Issuers | | $ | 556 | | |
Dividends from Securities of Unaffiliated Issuers (Net of $5 of Foreign Taxes Withheld) | | | 158 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 15 | | |
Total Investment Income | | | 729 | | |
Expenses: | |
Advisory Fees (Note B) | | | 112 | | |
Professional Fees | | | 79 | | |
Custodian Fees (Note F) | | | 29 | | |
Registration Fees | | | 19 | | |
Administration Fees (Note C) | | | 15 | | |
Shareholder Services Fees — Class A (Note D) | | | 4 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 11 | | |
Pricing Fees | | | 8 | | |
Shareholder Reporting Fees | | | 7 | | |
Sub Transfer Agency Fees — Class I | | | 5 | | |
Sub Transfer Agency Fees — Class A | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 3 | | |
Other Expenses | | | 8 | | |
Total Expenses | | | 304 | | |
Waiver of Advisory Fees (Note B) | | | (111 | ) | |
Expenses Reimbursed by Adviser (Note B) | | | (29 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (6 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Net Expenses | | | 157 | | |
Net Investment Income | | | 572 | | |
Realized Gain (Loss): | |
Investments Sold (Net of $2 of Capital Gain Country Tax) | | | (1,470 | ) | |
Foreign Currency Translation | | | (30 | ) | |
Futures Contracts | | | 630 | | |
Swap Agreements | | | 442 | | |
Net Realized Loss | | | (428 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (2,135 | ) | |
Foreign Currency Forward Exchange Contracts | | | (24 | ) | |
Foreign Currency Translation | | | (1 | ) | |
Futures Contracts | | | (154 | ) | |
Swap Agreements | | | (240 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (2,554 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (2,982 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (2,410 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Multi-Asset Real Return Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 572 | | | $ | 455 | | |
Net Realized Gain (Loss) | | | (428 | ) | | | 5,204 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (2,554 | ) | | | (587 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (2,410 | ) | | | 5,072 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (4,078 | ) | |
Class A | | | — | | | | (56 | ) | |
Class C | | | — | | | | (133 | ) | |
Class R6* | | | — | | | | (2 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (4,269 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 5,322 | | | | 8,662 | | |
Distributions Reinvested | | | — | | | | 4,078 | | |
Redeemed | | | (1,951 | ) | | | (677 | ) | |
Class A: | |
Subscribed | | | 6,806 | | | | 740 | | |
Distributions Reinvested | | | — | | | | 55 | | |
Redeemed | | | (1,475 | ) | | | (— | @) | |
Class C: | |
Subscribed | | | 3,799 | | | | 1,208 | | |
Distributions Reinvested | | | — | | | | 133 | | |
Redeemed | | | (80 | ) | | | (660 | ) | |
Class R6:* | |
Distributions Reinvested | | | — | | | | 2 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 12,421 | | | | 13,541 | | |
Total Increase in Net Assets | | | 10,011 | | | | 14,344 | | |
Net Assets: | |
Beginning of Period | | | 32,558 | | | | 18,214 | | |
End of Period | | $ | 42,569 | | | $ | 32,558 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 476 | | | | 767 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 380 | | |
Shares Redeemed | | | (177 | ) | | | (60 | ) | |
Net Increase in Class I Shares Outstanding | | | 299 | | | | 1,087 | | |
Class A: | |
Shares Subscribed | | | 604 | | | | 66 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 5 | | |
Shares Redeemed | | | (132 | ) | | | (— | @@) | |
Net Increase in Class A Shares Outstanding | | | 472 | | | | 71 | | |
Class C: | |
Shares Subscribed | | | 348 | | | | 108 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 13 | | |
Shares Redeemed | | | (7 | ) | | | (55 | ) | |
Net Increase in Class C Shares Outstanding | | | 341 | | | | 66 | | |
Class R6:* | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Multi-Asset Real Return Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 18, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 10.93 | | | $ | 10.38 | | | $ | 10.51 | | | $ | 9.06 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(3) | | | 0.17 | | | | 0.21 | | | | 0.16 | | | | 0.19 | | | | 0.13 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.68 | ) | | | 2.04 | | | | (0.14 | ) | | | 1.46 | | | | (0.79 | ) | |
Total from Investment Operations | | | (0.51 | ) | | | 2.25 | | | | 0.02 | | | | 1.65 | | | | (0.66 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.26 | ) | | | (0.15 | ) | | | (0.20 | ) | | | (0.22 | ) | |
Net Realized Gain | | | — | | | | (1.44 | ) | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.00 | )(4) | | | (0.06 | ) | |
Total Distributions | | | — | | | | (1.70 | ) | | | (0.15 | ) | | | (0.20 | ) | | | (0.28 | ) | |
Net Asset Value, End of Period | | $ | 10.42 | | | $ | 10.93 | | | $ | 10.38 | | | $ | 10.51 | | | $ | 9.06 | | |
Total Return(5) | | | (4.67 | )%(7) | | | 22.11 | % | | | 0.39 | % | | | 18.35 | % | | | (6.70 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 32,443 | | | $ | 30,776 | | | $ | 17,942 | | | $ | 10,728 | | | $ | 9,033 | | |
Ratio of Expenses Before Expense Limitation | | | 1.54 | %(8) | | | 2.76 | % | | | 2.93 | % | | | 3.82 | % | | | 4.76 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.76 | %(6)(8) | | | 0.79 | %(6) | | | 0.77 | %(6) | | | 0.76 | %(6) | | | 0.76 | %(6)(8) | |
Ratio of Net Investment Income | | | 3.04 | %(6)(8) | | | 1.80 | %(6) | | | 1.68 | %(6) | | | 1.88 | %(6) | | | 2.52 | %(6)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.03 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 321 | %(7) | | | 232 | % | | | 68 | % | | | 65 | % | | | 26 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Multi-Asset Real Return Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 18, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 10.95 | | | $ | 10.41 | | | $ | 10.53 | | | $ | 9.06 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(3) | | | 0.21 | | | | 0.29 | | | | 0.11 | | | | 0.15 | | | | 0.11 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.74 | ) | | | 1.92 | | | | (0.12 | ) | | | 1.47 | | | | (0.79 | ) | |
Total from Investment Operations | | | (0.53 | ) | | | 2.21 | | | | (0.01 | ) | | | 1.62 | | | | (0.68 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.23 | ) | | | (0.11 | ) | | | (0.15 | ) | | | (0.20 | ) | |
Net Realized Gain | | | — | | | | (1.44 | ) | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.00 | )(4) | | | (0.06 | ) | |
Total Distributions | | | — | | | | (1.67 | ) | | | (0.11 | ) | | | (0.15 | ) | | | (0.26 | ) | |
Net Asset Value, End of Period | | $ | 10.42 | | | $ | 10.95 | | | $ | 10.41 | | | $ | 10.53 | | | $ | 9.06 | | |
Total Return(5) | | | (4.84 | )%(7) | | | 21.62 | % | | | 0.07 | % | | | 17.93 | % | | | (6.90 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 5,702 | | | $ | 826 | | | $ | 43 | | | $ | 42 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 1.84 | %(8) | | | 4.14 | % | | | 10.61 | % | | | 7.63 | % | | | 22.79 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.06 | %(6)(8) | | | 1.14 | %(6) | | | 1.14 | %(6) | | | 1.14 | %(6) | | | 1.14 | %(6)(8) | |
Ratio of Net Investment Income | | | 3.77 | %(6)(8) | | | 2.48 | %(6) | | | 1.18 | %(6) | | | 1.46 | %(6) | | | 2.18 | %(6)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.03 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 321 | %(7) | | | 232 | % | | | 68 | % | | | 65 | % | | | 26 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Multi-Asset Real Return Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 18, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 10.90 | | | $ | 10.36 | | | $ | 10.50 | | | $ | 9.06 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(3) | | | 0.13 | | | | 0.08 | | | | 0.05 | | | | 0.07 | | | | 0.07 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.70 | ) | | | 2.04 | | | | (0.14 | ) | | | 1.48 | | | | (0.79 | ) | |
Total from Investment Operations | | | (0.57 | ) | | | 2.12 | | | | (0.09 | ) | | | 1.55 | | | | (0.72 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.14 | ) | | | (0.05 | ) | | | (0.11 | ) | | | (0.16 | ) | |
Net Realized Gain | | | — | | | | (1.44 | ) | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.00 | )(4) | | | (0.06 | ) | |
Total Distributions | | | — | | | | (1.58 | ) | | | (0.05 | ) | | | (0.11 | ) | | | (0.22 | ) | |
Net Asset Value, End of Period | | $ | 10.33 | | | $ | 10.90 | | | $ | 10.36 | | | $ | 10.50 | | | $ | 9.06 | | |
Total Return(5) | | | (5.23 | )%(7) | | | 20.80 | % | | | (0.81 | )% | | | 17.12 | % | | | (7.27 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,411 | | | $ | 943 | | | $ | 218 | | | $ | 172 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 2.64 | %(8) | | | 4.04 | % | | | 5.10 | % | | | 8.50 | % | | | 23.55 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.86 | %(6)(8) | | | 1.89 | %(6) | | | 1.89 | %(6) | | | 1.89 | %(6) | | | 1.89 | %(6)(8) | |
Ratio of Net Investment Income | | | 2.33 | %(6)(8) | | | 0.69 | %(6) | | | 0.54 | %(6) | | | 0.68 | %(6) | | | 1.37 | %(6)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.03 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 321 | %(7) | | | 232 | % | | | 68 | % | | | 65 | % | | | 26 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Multi-Asset Real Return Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 18, 2018(3) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 10.93 | | | $ | 10.38 | | | $ | 10.51 | | | $ | 9.06 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(4) | | | 0.17 | | | | 0.20 | | | | 0.16 | | | | 0.19 | | | | 0.13 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.68 | ) | | | 2.05 | | | | (0.13 | ) | | | 1.47 | | | | (0.79 | ) | |
Total from Investment Operations | | | (0.51 | ) | | | 2.25 | | | | 0.03 | | | | 1.66 | | | | (0.66 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.26 | ) | | | (0.16 | ) | | | (0.21 | ) | | | (0.22 | ) | |
Net Realized Gain | | | — | | | | (1.44 | ) | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.00 | )(5) | | | (0.06 | ) | |
Total Distributions | | | — | | | | (1.70 | ) | | | (0.16 | ) | | | (0.21 | ) | | | (0.28 | ) | |
Net Asset Value, End of Period | | $ | 10.42 | | | $ | 10.93 | | | $ | 10.38 | | | $ | 10.51 | | | $ | 9.06 | | |
Total Return(6) | | | (4.67 | )%(8) | | | 22.16 | % | | | 0.42 | % | | | 18.37 | % | | | (6.69 | )%(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 13 | | | $ | 13 | | | $ | 11 | | | $ | 11 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 16.48 | %(9) | | | 21.20 | % | | | 22.80 | % | | | 22.24 | % | | | 22.53 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 0.72 | %(7)(9) | | | 0.74 | %(7) | | | 0.74 | %(7) | | | 0.74 | %(7) | | | 0.74 | %(7)(9) | |
Ratio of Net Investment Income | | | 3.02 | %(7)(9) | | | 1.75 | %(7) | | | 1.62 | %(7) | | | 1.90 | %(7) | | | 2.53 | %(7)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.03 | %(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(9) | |
Portfolio Turnover Rate | | | 321 | %(8) | | | 232 | % | | | 68 | % | | | 65 | % | | | 26 | %(8) | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Not consolidated.
(3) Commencement of Operations.
(4) Per share amount is based on average shares outstanding.
(5) Amount is less than $0.005 per share.
(6) Calculated based on the net asset value as of the last business day of the period.
(7) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Multi-Asset Real Return Portfolio. The Fund seeks total return, targeted to be in excess of inflation, through capital appreciation and current income.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Multi-Asset Real Return Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest, directly or indirectly through the use of derivatives, in securities, commodities, commodity-related instruments and other investments, primarily futures, swaps and notes. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2022, the Subsidiary represented approximately $1,944,000 or approximately 4.57% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to the commodity markets within the limitations of Subchapter M of the Code and recent Internal
Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) futures are valued at the settlement price on the exchange on which they trade or, if a settlement price is unavailable, at the last sale price on the exchange; (4) OTC swaps may be valued by an outside pricing service approved by the
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Directors or quotes from a broker or dealer. Swaps cleared on a clearinghouse or exchange may be valued using the closing price provided by the clearinghouse or exchange. Total return swaps may also be fair valued using direct accrual/return calculations if prices on the reference asset on the total return leg of the swap are available from a pricing service/vendor for such instrument. In the event that the reference asset on the total return leg of the swap is a benchmark index, then price of such reference asset may be obtained from a pricing service provider or from the benchmark index sponsor; (5) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (6) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such
securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (7) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (8) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
The Fund invests a significant portion of its assets in securities of real estate investment trusts ("REITs"). The market's perception of prospective declines in private real estate values and other financial assets may result in increased volatility of market prices that can negatively impact the valuation of certain issuers held by the Fund.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Commercial Services & Supplies | | $ | 1 | | | $ | — | | | $ | — | | | $ | 1 | | |
Energy Equipment & Services | | | 80 | | | | 40 | | | | — | | | | 120 | | |
Equity Real Estate Investment Trusts (REITs) | | | 1,520 | | | | — | | | | — | | | | 1,520 | | |
Metals & Mining | | | 2,407 | | | | 414 | | | | — | | | | 2,821 | | |
Oil, Gas & Consumable Fuels | | | 1,004 | | | | 1,319 | | | | — | | | | 2,323 | | |
Real Estate Management & Development | | | 6 | | | | — | | | | — | | | | 6 | | |
Total Common Stocks | | | 5,018 | | | | 1,773 | | | | — | | | | 6,791 | | |
Sovereign | | | — | | | | 1,176 | | | | — | | | | 1,176 | | |
U.S. Treasury Securities | | | — | | | | 28,485 | | | | — | | | | 28,485 | | |
Short-Term Investments | |
Investment Company | | | 5,161 | | | | — | | | | — | | | | 5,161 | | |
Repurchase Agreements | | | — | | | | 5 | | | | — | | | | 5 | | |
Total Short-Term Investments | | | 5,161 | | | | 5 | | | | — | | | | 5,166 | | |
Foreign Currency Forward Exchange Contracts | | | — | | | | 11 | | | | — | | | | 11 | | |
Futures Contracts | | | 13 | | | | — | | | | — | | | | 13 | | |
Interest Rate Swap Agreements | | | — | | | | 541 | | | | — | | | | 541 | | |
Total Assets | | | 10,192 | | | | 31,991 | | | | — | | | | 42,183 | | |
Liabilities: | |
Foreign Currency Forward Exchange Contracts | | | — | | | | (35 | ) | | | — | | | | (35 | ) | |
Futures Contracts | | | (78 | ) | | | — | | | | — | | | | (78 | ) | |
Interest Rate Swap Agreements | | | — | | | | (300 | ) | | | — | | | | (300 | ) | |
Total Liabilities | | | (78 | ) | | | (335 | ) | | | — | | | | (413 | ) | |
Total | | $ | 10,114 | | | $ | 31,656 | | | $ | — | | | $ | 41,770 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Treasury Inflation-Protected Securities: The Fund may invest in Treasury Inflation-Protected Securities ("TIPS"), including structured bonds in which the principal amount is adjusted daily to keep pace with inflation, as measured by the U.S. Consumer Pricing Index for Urban Consumers. The adjustments to principal due to inflation/deflation are reflected as increases/decreases to interest income with a corresponding adjustment to cost. Such adjustments may have a significant impact on the Fund's distributions and may result in a return of capital to shareholders. The repayment of the original bond
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
principal upon maturity is guaranteed by the full faith and credit of the U.S. Government.
6. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Foreign Currency Forward Exchange Contracts: In connection with its investments in foreign securities, the Fund also entered into contracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date. A foreign currency forward exchange contract ("currency contract") is a negotiated agreement between the contracting parties to exchange a specified amount of currency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. Currency contracts may be used to protect against uncertainty in the level of future foreign currency exchange rates or to gain or modify exposure to a particular currency. To the extent hedged by the use of currency contracts, the precise matching of the currency contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date on which the contract is entered into and the date it matures. Furthermore, such transactions may reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There is additional risk to the extent that currency contracts create exposure to currencies in which the Fund's securities are not denominated. Unanticipated changes in currency prices may result in poorer overall performance for the Fund than if it had not entered into such contracts. The use of currency contracts involves the risk of loss from the insolvency or bankruptcy of the counterparty to the contract or the failure of the counterparty to make payments or otherwise comply with the terms of the contract. A currency contract is marked-to-market daily and the change in market value is recorded by the Fund as unrealized gain or loss. The Fund records realized gains (losses) when the currency contract is closed equal to the difference between the value of the currency contract at the time it was opened and the value at the time it was closed.
Futures: A futures contract is a standardized, exchange-traded agreement to buy or sell a specific quantity of an underlying asset, reference rate or index at a specific price at a specific future time. The value of a futures
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
contract tends to increase and decrease in tandem with the value of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date. During the period the futures contract is open, payments are received from or made to the broker based upon changes in the value of the contract (the variation margin). A decision as to whether, when and how to use futures contracts involves the exercise of skill and judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks discussed above, the prices of futures contracts can be highly volatile, using futures contracts can lower total return and the potential loss from futures contracts can exceed the Fund's initial investment in such contracts. No assurance can be given that a liquid market will exist for any particular futures contract at any particular time. There is also the risk of loss by the Fund of margin deposits in the event of bankruptcy of a broker with which the Fund has open positions in the futures contract.
Swaps: The Fund may enter into OTC swap contracts or cleared swap transactions. A swap contract is an agreement between two parties pursuant to which the parties exchange payments at specified dates on the basis of a specified notional amount, with the payments calculated by reference to specified securities, indices, reference rates, currencies or other instruments. Typically swap agreements provide that when the period payment dates for both parties are the same, the payments are made on a net basis (i.e., the two payment streams are netted out, with only the net amount paid by one party to the other). The Fund's obligations or rights under a swap contract entered into on a net basis will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each party. Cleared swap transactions may help reduce counterparty credit risk. In a cleared swap, the Fund's ultimate counterparty is a clearinghouse rather than a swap dealer, bank or other financial institution. OTC swap agreements are not entered into or traded on exchanges and often there is no central clearing or guaranty function for OTC swaps. These OTC swaps are often subject to credit risk or the risk of
default or non-performance by the counterparty. Both OTC and cleared swaps could result in losses if interest rates, foreign currency exchange rates or other factors are not correctly anticipated by the Fund or if the reference index, security or investments do not perform as expected.
During the period swap agreements are open, payments are received from or made to the clearinghouse or counterparty based upon changes in the value of the contract (variation margin). The Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulatory developments require the clearing and exchange-trading of certain standardized swap transactions. Mandatory exchange-trading and clearing is occurring on a phased-in basis based on the type of market participant and U.S. Commission ("CFTC") approval of contracts for central clearing and exchange trading.
The Fund may enter into total return swaps in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying the contract, which may include, but not be limited to, a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swaps may be used to obtain long or short exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Total return swaps may effectively add leverage to the Fund's portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap. Total return swaps are subject to the risk that a counterparty will default on its payment obligations to the Fund thereunder, and conversely, that the Fund will not be able to meet its obligation to the counterparty.
The Fund may enter into interest rate swaps which is an agreement between two parties to exchange their respective commitments to pay or receive interest. Interest rate swaps are generally entered into on a net basis. Interest rate swaps do not involve the delivery of securities, other underlying assets, or principal. Accordingly, the risk of market loss with respect to interest rate swaps is typically limited to the net amount of interest payments that the Fund is contractually obligated to make.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
When the Fund has an unrealized loss on a swap agreement, the Fund has instructed the custodian to pledge cash or liquid securities as collateral with a value approximately equal to the amount of the unrealized loss. Collateral pledges are monitored and subsequently adjusted if and when the swap valuations fluctuate. If applicable, cash collateral is included with "Due from (to) Broker" in the Consolidated Statement of Assets and Liabilities.
Upfront payments paid or received by the Fund will be reflected as an asset or liability, respectively, in the Consolidated Statement of Assets and Liabilities.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following tables set forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Foreign Currency Forward Exchange Contracts | | Unrealized Appreciation on Foreign Currency Forward Exchange Contracts | |
Currency Risk | | $ | 11 | | |
Futures Contracts | | Variation Margin on Futures Contracts | | Equity Risk | | | 13 | (a) | |
Swap Agreements | | Variation Margin on Swap Agreements | | Interest Rate Risk | | | 541 | (a) | |
Total | | | | | | $ | 565 | | |
| | Liability Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Foreign Currency Forward Exchange Contracts | | Unrealized Depreciation on Foreign Currency Forward Exchange Contracts | |
Currency Risk | | $ | (35 | ) | |
Futures Contracts | | Variation Margin on Futures Contracts | | Commodity Risk | | | (58 | )(a) | |
Futures Contracts | | Variation Margin on Futures Contracts | | Equity Risk | | | (20 | )(a) | |
Swap Agreements | | Variation Margin on Swap Agreements | | Interest Rate Risk | | | (300 | )(a) | |
Total | | | | | | $ | (413 | ) | |
(a) This amount represents the cumulative appreciation (depreciation) as reported in the Consolidated Portfolio of Investments. The Consolidated Statement of Assets and Liabilities only reflects the current day's net variation margin.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Commodity Risk | | Futures Contracts | | $ | 159 | | |
Equity Risk | | Futures Contracts | | | 471 | | |
Equity Risk | | Swap Agreements | | | 233 | | |
Interest Rate Risk | | Swap Agreements | | | 209 | | |
Total | | | | $ | 1,072 | | |
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Foreign Currency Forward Exchange Contracts | | $ | (24 | ) | |
Commodity Risk | | Futures Contracts | | | (160 | ) | |
Equity Risk | | Futures Contracts | | | 6 | | |
Equity Risk | | Swap Agreements | | | (112 | ) | |
Interest Rate Risk | | Swap Agreements | | | (128 | ) | |
Total | | | | $ | (418 | ) | |
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives(b) | | Assets(c) (000) | | Liabilities(c) (000) | |
Foreign Currency Forward Exchange Contracts | | $ | 11 | | | $ | (35 | ) | |
(b) Excludes exchange-traded derivatives.
(c) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following tables present derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
BNP Paribas SA | | $ | — | @ | | $ | (— | @) | | $ | — | | | $ | 0 | | |
Goldman Sachs International | | | 2 | | | | (1 | ) | | | — | | | | 1 | | |
JPMorgan Chase Bank NA | | | 9 | | | | (9 | ) | | | — | | | | 0 | | |
Total | | $ | 11 | | | $ | (10 | ) | | $ | — | | | $ | 1 | | |
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Liability Derivatives Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Pledged (000) | | Net Amount (not less than $0) (000) | |
BNP Paribas SA | | $ | — | @ | | $ | (— | @) | | $ | — | | | $ | 0 | | |
Citibank NA | | | — | @ | | | — | | | | — | | | | — | @ | |
Goldman Sachs International | | | 1 | | | | (1 | ) | | | — | | | | 0 | | |
JPMorgan Chase Bank NA | | | 34 | | | | (9 | ) | | | — | | | | 25 | | |
Total | | $ | 35 | | | $ | (10 | ) | | $ | — | | | $ | 25 | | |
@ Amount is less than $500.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Foreign Currency Forward Exchange Contracts: | |
Average monthly principal amount | | $ | 2,581,000 | | |
Futures Contracts: | |
Average monthly notional value | | $ | 16,224,000 | | |
Swap Agreements: | |
Average monthly notional amount | | $ | 33,084,000 | | |
7. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund.
The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Consolidated Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 98 | (d) | | $ | — | | | $ | (98 | )(e)(f) | | $ | 0 | | |
(d) Represents market value of loaned securities at period end.
(e) The Fund received cash collateral of approximately $26,000, of which approximately $25,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments. As of June 30, 2022, there was uninvested cash of approximately $1,000, which is not reflected in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $81,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Consolidated Portfolio of Investments.
(f) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2022:
Remaining Contractual Maturity of the Agreements | |
| | Overnight and Continuous (000) | | <30 days (000) | | Between 30 & 90 days (000) | | >90 days (000) | | Total (000) | |
Securities Lending Transactions | |
Common Stocks | | $ | 26 | | | $ | — | | | $ | — | | | $ | — | | | $ | 26 | | |
Total Borrowings | | $ | 26 | | | $ | — | | | $ | — | | | $ | — | | | $ | 26 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 26 | | |
8. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
9. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
10. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
The Fund owns shares of REITs which report information on the source of their distributions annually in the following calendar year. A portion of distributions received from REITs during the year is estimated to be a return of capital and is recorded as a reduction of their cost.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
0.60% | | 0.55% | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.00% of the Fund's average daily net assets.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.80% for Class I shares, 1.15% for Class A shares, 1.90% for Class C shares and 0.75% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time that the Directors act to discontinue all or a portion of such waivers or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $111,000 of advisory fees were waived and approximately $30,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $23,155,000 and $21,721,000, respectively. For the six months ended June 30, 2022, purchases and sales of long-term U.S. Government securities were approximately $58,973,000 and $46,287,000, respectively.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
were reduced by approximately $6,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 17,027 | | | $ | 102,181 | | | $ | 114,047 | | | $ | 15 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 5,161 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency
and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Paid-in- Capital (000) | |
$ | 2,614 | | | $ | 1,655 | | | $ | 236 | | | $ | — | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2021.
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$436 | | $2 | |
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
During the year ended December 31, 2021, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $642,000.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 42.1%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one- and three- year periods and for the period since the middle of June 2018, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
32
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
33
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
34
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
35
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIMARRSAN
4881617 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Next Gen Emerging Markets Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 10 | | |
Notes to Financial Statements | | | 15 | | |
Investment Advisory Agreement Approval | | | 22 | | |
Liquidity Risk Management Program | | | 24 | | |
U.S. Customer Privacy Notice | | | 25 | | |
Director and Officer Information | | | 28 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Next Gen Emerging Markets Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
Next Gen Emerging Markets Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs, including redemption fees; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and redemption fees. Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Next Gen Emerging Markets Portfolio Class I | | $ | 1,000.00 | | | $ | 633.00 | | | $ | 1,018.65 | | | $ | 5.02 | | | $ | 6.21 | | | | 1.24 | % | |
Next Gen Emerging Markets Portfolio Class A | | | 1,000.00 | | | | 632.10 | | | | 1,016.91 | | | | 6.43 | | | | 7.95 | | | | 1.59 | | |
Next Gen Emerging Markets Portfolio Class L | | | 1,000.00 | | | | 630.00 | | | | 1,014.43 | | | | 8.45 | | | | 10.44 | | | | 2.09 | | |
Next Gen Emerging Markets Portfolio Class C | | | 1,000.00 | | | | 629.60 | | | | 1,013.19 | | | | 9.45 | | | | 11.68 | | | | 2.34 | | |
Next Gen Emerging Markets Portfolio Class R6(1) | | | 1,000.00 | | | | 633.90 | | | | 1,018.89 | | | | 4.82 | | | | 5.96 | | | | 1.19 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
Next Gen Emerging Markets Portfolio
| | Shares | | Value (000) | |
Common Stocks (89.4%) | |
Bangladesh (2.8%) | |
Brac Bank Ltd. | | | 3,112,148 | | | $ | 1,382 | | |
Brazil (2.0%) | |
Locaweb Servicos de Internet SA (a) | | | 913,422 | | | | 981 | | |
Canada (2.0%) | |
Cameco Corp. | | | 46,014 | | | | 967 | | |
Indonesia (10.4%) | |
Bank Mandiri Persero Tbk PT | | | 4,438,700 | | | | 2,371 | | |
Industri Jamu Dan Farmasi Sido Muncul Tbk PT | | | 40,949,900 | | | | 2,749 | | |
| | | 5,120 | | |
Kazakhstan (2.0%) | |
NAC Kazatomprom JSC GDR | | | 37,650 | | | | 976 | | |
Kenya (4.7%) | |
Safaricom PLC | | | 11,033,911 | | | | 2,331 | | |
Nigeria (0.1%) | |
SEPLAT Energy PLC | | | 60,687 | | | | 71 | | |
Pakistan (0.2%) | |
Systems Ltd. | | | 62,418 | | | | 100 | | |
Poland (14.2%) | |
11 bit studios SA (a) | | | 16,364 | | | | 1,802 | | |
Grupa Kety SA | | | 11,387 | | | | 1,542 | | |
LiveChat Software SA | | | 86,821 | | | | 1,903 | | |
LPP SA | | | 869 | | | | 1,756 | | |
| | | 7,003 | | |
Singapore (3.5%) | |
Sea Ltd. ADR (a) | | | 26,139 | | | | 1,748 | | |
South Africa (7.8%) | |
Anglo American PLC | | | 39,541 | | | | 1,416 | | |
Capitec Bank Holdings Ltd. | | | 19,973 | | | | 2,448 | | |
| | | 3,864 | | |
United Kingdom (2.3%) | |
Mondi PLC | | | 64,845 | | | | 1,152 | | |
United States (19.5%) | |
EPAM Systems, Inc. (a) | | | 8,821 | | | | 2,600 | | |
Grid Dynamics Holdings, Inc. (a) | | | 158,068 | | | | 2,659 | | |
MercadoLibre, Inc. (a) | | | 3,388 | | | | 2,158 | | |
SEMrush Holdings, Inc., Class A (a) | | | 170,635 | | | | 2,206 | | |
| | | 9,623 | | |
Vietnam (17.9%) | |
FPT Corp. | | | 733,261 | | | | 2,829 | | |
Mobile World Investment Corp. | | | 967,288 | | | | 2,975 | | |
Vietnam Dairy Products JSC | | | 971,192 | | | | 3,015 | | |
| | | 8,819 | | |
Total Common Stocks (Cost $42,445) | | | 44,137 | | |
| | Shares | | Value (000) | |
Short-Term Investment (8.5%) | |
Investment Company (8.5%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $4,212) | | | 4,211,961 | | | $ | 4,212 | | |
Total Investments (97.9%) (Cost $46,657) (b)(c) | | | 48,349 | | |
Other Assets in Excess of Liabilities (2.1%) | | | 1,046 | | |
Net Assets (100.0%) | | $ | 49,395 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) The approximate fair value and percentage of net assets, $24,914,000 and 50.4%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.
(c) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $6,795,000 and the aggregate gross unrealized depreciation is approximately $5,103,000, resulting in net unrealized appreciation of approximately $1,692,000.
ADR American Depositary Receipt.
GDR Global Depositary Receipt.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Others* | | | 19.5 | % | |
Information Technology Services | | | 19.0 | | |
Banks | | | 12.8 | | |
Short-Term Investment | | | 8.7 | | |
Software | | | 8.5 | | |
Entertainment | | | 7.3 | | |
Food Products | | | 6.2 | | |
Specialty Retail | | | 6.2 | | |
Metals & Mining | | | 6.1 | | |
Personal Products | | | 5.7 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Next Gen Emerging Markets Portfolio
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $42,445) | | $ | 44,137 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $4,212) | | | 4,212 | | |
Total Investments in Securities, at Value (Cost $46,657) | | | 48,349 | | |
Foreign Currency, at Value (Cost $666) | | | 257 | | |
Cash | | | 21 | | |
Receivable for Investments Sold | | | 903 | | |
Receivable for Fund Shares Sold | | | 37 | | |
Dividends Receivable | | | 35 | | |
Due from Adviser | | | 20 | | |
Tax Reclaim Receivable | | | 15 | | |
Receivable from Affiliate | | | 4 | | |
Other Assets | | | 159 | | |
Total Assets | | | 49,800 | | |
Liabilities: | |
Payable for Investments Purchased | | | 282 | | |
Payable for Custodian Fees | | | 63 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 18 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 2 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class I | | | 4 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | 1 | | |
Payable for Fund Shares Redeemed | | | 6 | | |
Payable for Administration Fees | | | 3 | | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 23 | | |
Total Liabilities | | | 405 | | |
Net Assets | | $ | 49,395 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 165,720 | | |
Total Accumulated Loss | | | (116,325 | ) | |
Net Assets | | $ | 49,395 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Next Gen Emerging Markets Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 42,468 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,985,017 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.23 | | |
CLASS A: | |
Net Assets | | $ | 6,132 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 433,867 | | |
Net Asset Value, Redemption Price Per Share | | $ | 14.13 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.78 | | |
Maximum Offering Price Per Share | | $ | 14.91 | | |
CLASS L: | |
Net Assets | | $ | 205 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 14,678 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.93 | | |
CLASS C: | |
Net Assets | | $ | 541 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 39,704 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.63 | | |
CLASS R6:* | |
Net Assets | | $ | 49 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,472 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.25 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Next Gen Emerging Markets Portfolio
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $70 of Foreign Taxes Withheld) | | $ | 661 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 8 | | |
Total Investment Income | | | 669 | | |
Expenses: | |
Advisory Fees (Note B) | | | 536 | | |
Professional Fees | | | 105 | | |
Custodian Fees (Note F) | | | 67 | | |
Sub Transfer Agency Fees — Class I | | | 38 | | |
Sub Transfer Agency Fees — Class A | | | 6 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Registration Fees | | | 40 | | |
Administration Fees (Note C) | | | 36 | | |
Reorganization Expense | | | 24 | | |
Shareholder Reporting Fees | | | 19 | | |
Shareholder Services Fees — Class A (Note D) | | | 9 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 1 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 3 | | |
Transfer Agency Fees — Class I (Note E) | | | 5 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 3 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 6 | | |
Total Expenses | | | 905 | | |
Waiver of Advisory Fees (Note B) | | | (302 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (26 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (3 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (2 | ) | |
Net Expenses | | | 569 | | |
Net Investment Income | | | 100 | | |
Realized Loss: | |
Investments Sold | | | (34,635 | ) | |
Foreign Currency Translation | | | (225 | ) | |
Net Realized Loss | | | (34,860 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (22,480 | ) | |
Foreign Currency Translation | | | (389 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (22,869 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (57,729 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (57,629 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Next Gen Emerging Markets Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 100 | | | $ | (190 | ) | |
Net Realized Gain (Loss) | | | (34,860 | ) | | | 4,034 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (22,869 | ) | | | (583 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (57,629 | ) | | | 3,261 | | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 8,888 | | | | 45,403 | | |
Issued due to a Tax-Free Reorganization | | | — | | | | 29,344 | | |
Redeemed | | | (50,387 | ) | | | (9,479 | ) | |
Class A: | |
Subscribed | | | 1,183 | | | | 1,653 | | |
Issued due to a Tax-Free Reorganization | | | — | | | | 278 | | |
Redeemed | | | (919 | ) | | | (2,415 | ) | |
Class L: | |
Redeemed | | | (61 | ) | | | (39 | ) | |
Class C: | |
Subscribed | | | 21 | | | | 45 | | |
Issued due to a Tax-Free Reorganization | | | — | | | | 30 | | |
Redeemed | | | (42 | ) | | | (140 | ) | |
Class R6:* | |
Subscribed | | | 1,006 | | | | 43,005 | | |
Issued due to a Tax-Free Reorganization | | | — | | | | 14 | | |
Redeemed | | | (28,294 | ) | | | (846 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (68,605 | ) | | | 106,853 | | |
Redemption Fees | | | 7 | | | | — | @ | |
Total Increase (Decrease) in Net Assets | | | (126,227 | ) | | | 110,114 | | |
Net Assets: | |
Beginning of Period | | | 175,622 | | | | 65,508 | | |
End of Period | | $ | 49,395 | | | $ | 175,622 | | |
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Next Gen Emerging Markets Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 472 | | | | 1,910 | | |
Shares Issued due to a Tax-Free Reorganization | | | — | | | | 1,230 | | |
Shares Redeemed | | | (3,044 | ) | | | (432 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (2,572 | ) | | | 2,708 | | |
Class A: | |
Shares Subscribed | | | 76 | | | | 73 | | |
Shares Issued due to a Tax-Free Reorganization | | | — | | | | 12 | | |
Shares Redeemed | | | (51 | ) | | | (109 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | 25 | | | | (24 | ) | |
Class L: | |
Shares Redeemed | | | (3 | ) | | | (2 | ) | |
Class C: | |
Shares Subscribed | | | 1 | | | | 2 | | |
Shares Issued due to a Tax-Free Reorganization | | | — | | | | 1 | | |
Shares Redeemed | | | (3 | ) | | | (6 | ) | |
Net Decrease in Class C Shares Outstanding | | | (2 | ) | | | (3 | ) | |
Class R6:* | |
Shares Subscribed | | | 52 | | | | 1,810 | | |
Shares Issued due to a Tax-Free Reorganization | | | — | | | | 1 | | |
Shares Redeemed | | | (1,839 | ) | | | (37 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | (1,787 | ) | | | 1,774 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 22.48 | | | $ | 19.49 | | | $ | 17.10 | | | $ | 15.63 | | | $ | 21.02 | | | $ | 17.39 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.03 | | | | (0.02 | ) | | | 0.04 | | | | 0.39 | | | | 0.33 | | | | 0.16 | | |
Net Realized and Unrealized Gain (Loss) | | | (8.28 | ) | | | 3.01 | | | | 2.36 | | | | 1.58 | | | | (5.07 | ) | | | 3.47 | | |
Total from Investment Operations | | | (8.25 | ) | | | 2.99 | | | | 2.40 | | | | 1.97 | | | | (4.74 | ) | | | 3.63 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.01 | ) | | | (0.50 | ) | | | (0.65 | ) | | | — | | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 14.23 | | | $ | 22.48 | | | $ | 19.49 | | | $ | 17.10 | | | $ | 15.63 | | | $ | 21.02 | | |
Total Return(3) | | | (36.70 | )%(7) | | | 15.34 | % | | | 14.02 | % | | | 12.53 | % | | | (22.60 | )% | | | 20.82 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 42,468 | | | $ | 124,931 | | | $ | 55,533 | | | $ | 125,780 | | | $ | 229,688 | | | $ | 632,435 | | |
Ratio of Expenses Before Expense Limitation | | | 2.00 | %(8) | | | 2.21 | % | | | 2.13 | % | | | 1.92 | % | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.24 | %(4)(8) | | | 1.51 | %(4) | | | 1.90 | %(4)(5) | | | 1.90 | %(4)(5) | | | 1.77 | %(4) | | | 1.73 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.51 | %(4) | | | 1.85 | %(4) | | | 1.85 | %(4) | | | 1.76 | %(4) | | | 1.73 | %(4) | |
Ratio of Net Investment Income (Loss) | | | 0.38 | %(4)(8) | | | (0.11 | )%(4) | | | 0.24 | %(4) | | | 2.33 | %(4) | | | 1.68 | %(4) | | | 0.82 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 51 | %(7) | | | 56 | % | | | 56 | % | | | 68 | % | | | 61 | % | | | 52 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 22.37 | | | $ | 19.47 | | | $ | 17.15 | | | $ | 15.61 | | | $ | 20.86 | | | $ | 17.31 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.03 | | | | (0.08 | ) | | | 0.01 | | | | 0.42 | | | | 0.34 | | | | 0.11 | | |
Net Realized and Unrealized Gain (Loss) | | | (8.27 | ) | | | 2.98 | | | | 2.32 | | | | 1.48 | | | | (5.10 | ) | | | 3.44 | | |
Total from Investment Operations | | | (8.24 | ) | | | 2.90 | | | | 2.33 | | | | 1.90 | | | | (4.76 | ) | | | 3.55 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.01 | ) | | | (0.36 | ) | | | (0.49 | ) | | | — | | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 14.13 | | | $ | 22.37 | | | $ | 19.47 | | | $ | 17.15 | | | $ | 15.61 | | | $ | 20.86 | | |
Total Return(3) | | | (36.79 | )%(7) | | | 14.89 | % | | | 13.57 | % | | | 12.13 | % | | | (22.80 | )% | | | 20.39 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 6,132 | | | $ | 9,154 | | | $ | 8,436 | | | $ | 12,044 | | | $ | 34,654 | | | $ | 86,324 | | |
Ratio of Expenses Before Expense Limitation | | | 2.35 | %(8) | | | 2.70 | % | | | 2.44 | % | | | 2.23 | % | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.59 | %(4)(8) | | | 1.96 | %(4) | | | 2.26 | %(4)(5) | | | 2.25 | %(4)(5) | | | 2.07 | %(4) | | | 2.05 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.96 | %(4) | | | 2.20 | %(4) | | | 2.20 | %(4) | | | 2.06 | %(4) | | | 2.05 | %(4) | |
Ratio of Net Investment Income (Loss) | | | 0.37 | %(4)(8) | | | (0.38 | )%(4) | | | 0.07 | %(4) | | | 2.48 | %(4) | | | 1.71 | %(4) | | | 0.59 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 51 | %(7) | | | 56 | % | | | 56 | % | | | 68 | % | | | 61 | % | | | 52 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 22.11 | | | $ | 19.34 | | | $ | 17.11 | | | $ | 15.59 | | | $ | 20.65 | | | $ | 17.25 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | (0.02 | ) | | | (0.19 | ) | | | (0.06 | ) | | | 0.25 | | | | 0.17 | | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (8.16 | ) | | | 2.96 | | | | 2.30 | | | | 1.56 | | | | (4.98 | ) | | | 3.42 | | |
Total from Investment Operations | | | (8.18 | ) | | | 2.77 | | | | 2.24 | | | | 1.81 | | | | (4.81 | ) | | | 3.40 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.01 | ) | | | (0.29 | ) | | | (0.25 | ) | | | — | | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 13.93 | | | $ | 22.11 | | | $ | 19.34 | | | $ | 17.11 | | | $ | 15.59 | | | $ | 20.65 | | |
Total Return(3) | | | (37.00 | )%(7) | | | 14.32 | % | | | 13.01 | % | | | 11.58 | % | | | (23.19 | )% | | | 19.59 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 205 | | | $ | 396 | | | $ | 378 | | | $ | 570 | | | $ | 1,241 | | | $ | 2,570 | | |
Ratio of Expenses Before Expense Limitation | | | 3.61 | %(8) | | | 3.67 | % | | | 3.44 | % | | | 2.90 | % | | | N/A | | | | 2.76 | % | |
Ratio of Expenses After Expense Limitation | | | 2.09 | %(4)(8) | | | 2.46 | %(4) | | | 2.76 | %(4)(5) | | | 2.75 | %(4)(5) | | | 2.57 | %(4) | | | 2.70 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.46 | %(4) | | | 2.70 | %(4) | | | 2.70 | %(4) | | | 2.56 | %(4) | | | 2.70 | %(4) | |
Ratio of Net Investment Income (Loss) | | | (0.26 | )%(4)(8) | | | (0.86 | )%(4) | | | (0.39 | )%(4) | | | 1.47 | %(4) | | | 0.88 | %(4) | | | (0.13 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 51 | %(7) | | | 56 | % | | | 56 | % | | | 68 | % | | | 61 | % | | | 52 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 21.65 | | | $ | 18.99 | | | $ | 16.85 | | | $ | 15.38 | | | $ | 20.41 | | | $ | 17.07 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | (0.04 | ) | | | (0.24 | ) | | | (0.10 | ) | | | 0.20 | | | | 0.11 | | | | (0.05 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (7.98 | ) | | | 2.90 | | | | 2.25 | | | | 1.56 | | | | (4.90 | ) | | | 3.39 | | |
Total from Investment Operations | | | (8.02 | ) | | | 2.66 | | | | 2.15 | | | | 1.76 | | | | (4.79 | ) | | | 3.34 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.01 | ) | | | (0.29 | ) | | | (0.24 | ) | | | — | | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 13.63 | | | $ | 21.65 | | | $ | 18.99 | | | $ | 16.85 | | | $ | 15.38 | | | $ | 20.41 | | |
Total Return(3) | | | (37.04 | )%(7) | | | 14.01 | % | | | 12.74 | % | | | 11.34 | % | | | (23.42 | )% | | | 19.51 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 541 | | | $ | 897 | | | $ | 843 | | | $ | 877 | | | $ | 1,657 | | | $ | 2,857 | | |
Ratio of Expenses Before Expense Limitation | | | 3.41 | %(8) | | | 3.67 | % | | | 3.42 | % | | | 3.07 | % | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 2.34 | %(4)(8) | | | 2.71 | %(4) | | | 3.00 | %(4)(5) | | | 2.99 | %(4)(5) | | | 2.83 | %(4) | | | 2.81 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.71 | %(4) | | | 2.95 | %(4) | | | 2.95 | %(4) | | | 2.82 | %(4) | | | 2.81 | %(4) | |
Ratio of Net Investment Income (Loss) | | | (0.47 | )%(4)(8) | | | (1.13 | )%(4) | | | (0.66 | )%(4) | | | 1.17 | %(4) | | | 0.56 | %(4) | | | (0.26 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 51 | %(7) | | | 56 | % | | | 56 | % | | | 68 | % | | | 61 | % | | | 52 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 22.48 | | | $ | 19.49 | | | $ | 17.09 | | | $ | 15.63 | | | $ | 21.02 | | | $ | 17.39 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.07 | ) | | | (0.07 | ) | | | 0.09 | | | | 0.33 | | | | 0.58 | | | | 0.13 | | |
Net Realized and Unrealized Gain (Loss) | | | (8.16 | ) | | | 3.06 | | | | 2.32 | | | | 1.64 | | | | (5.33 | ) | | | 3.50 | | |
Total from Investment Operations | | | (8.23 | ) | | | 2.99 | | | | 2.41 | | | | 1.97 | | | | (4.75 | ) | | | 3.63 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.01 | ) | | | (0.51 | ) | | | (0.64 | ) | | | — | | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 14.25 | | | $ | 22.48 | | | $ | 19.49 | | | $ | 17.09 | | | $ | 15.63 | | | $ | 21.02 | | |
Total Return(4) | | | (36.61 | )%(8) | | | 15.34 | % | | | 14.02 | % | | | 12.60 | % | | | (22.61 | )% | | | 20.83 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 49 | | | $ | 40,244 | | | $ | 318 | | | $ | 1,580 | | | $ | 4,633 | | | $ | 16,344 | | |
Ratio of Expenses Before Expense Limitation | | | 1.90 | %(9) | | | 1.80 | % | | | 2.20 | % | | | 1.91 | % | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.19 | %(5)(9) | | | 1.24 | %(5) | | | 1.86 | %(5)(6) | | | 1.85 | %(5)(6) | | | 1.74 | %(5) | | | 1.69 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.24 | %(5) | | | 1.80 | %(5) | | | 1.80 | %(5) | | | 1.73 | %(5) | | | 1.69 | %(5) | |
Ratio of Net Investment Income (Loss) | | | (0.65 | )%(5)(9) | | | (0.29 | )%(5) | | | 0.55 | %(5) | | | 1.95 | %(5) | | | 2.85 | %(5) | | | 0.65 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 51 | %(8) | | | 56 | % | | | 56 | % | | | 68 | % | | | 61 | % | | | 52 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Next Gen Emerging Markets Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class R6. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
On August 13, 2021, the Fund acquired the net assets of the Company's Emerging Markets Small Cap Portfolio ("Emerging Markets Small Cap"), an open-end investment company, based on the respective valuations as of the close of business on August 13, 2021, pursuant to a Plan of Reorganization approved by the shareholders of Emerging Markets Small Cap on August 6, 2021 ("Reorganization"). The purpose of the transaction was to combine two portfolios managed by Morgan Stanley Investment Management Inc., (the "Adviser") with comparable investment objectives and strategies. The acquisition was accomplished by a tax-free exchange of 1,229,838 Class I shares of the Fund at a net asset value ("NAV") of $23.86 for 5,313,467 Class I shares of Emerging Markets Small Cap; 11,699 Class A shares of the Fund at a NAV of $23.79 for 51,786 Class A shares of Emerging Markets Small Cap; 1,308 Class C shares of the Fund at a NAV of $23.09 for 6,028 Class C shares of Emerging Markets Small Cap; 606 Class IS shares of the Fund at a NAV of $23.87 for 2,617 Class IS shares of Emerging Markets Small Cap. The net assets of Emerging Markets Small Cap before the Reorganization were approximately $29,667,000, including unrealized appreciation (depreciation) of approximately $1,927,000 at August 13, 2021. The investment portfolio of Emerging Markets Small Cap, with a fair value of approximately $28,441,000 and identified cost of approximately $26,492,000, on August 13, 2021, was the principal asset acquired by the Fund. For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair
value; however, the cost basis of the investments received from Emerging Markets Small Cap was carried forward to align ongoing reporting of the Fund's realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Immediately prior to the Reorganization, the net assets of the Fund were approximately $147,270,000. Immediately after the Reorganization, the net assets of the Fund were approximately $176,937,000.
Upon closing of the Reorganization, shareholders of Emerging Markets Small Cap received shares of the Fund as follows:
Emerging Markets Small Cap | | Next Gen Emerging Markets | |
Class I | | Class I | |
Class A | | Class A | |
Class C | | Class C | |
Class IS | | Class IS | |
Assuming the acquisition had been completed on January 1, 2021, the beginning of the annual reporting period of the Fund, the Fund's pro-forma results of operations for the period ended December 31, 2021, are approximately as follows:
Net investment Income(1) | | $ | 2,687,000 | | |
Net realized gain and unrealized gain(2) | | $ | 30,974,000 | | |
Net increase in net assets resulting from operations | | $ | 33,661,000 | | |
(1) Approximately $(190,000) as reported, plus approximately $875,000 from Emerging Markets Small Cap prior to the Reorganization, plus approximately $2,002,000 of estimated pro-forma eliminated expenses.
(2) Approximately $3,451,000 as reported, plus approximately $27,523,000 from Emerging Markets Small Cap prior to the Reorganization.
Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of Emerging Markets Small Cap that have been included in the Fund's Statement of Operations since August 13, 2021.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If the Adviser, a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable
to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Banks | | $ | — | | | $ | 6,201 | | | $ | — | | | $ | 6,201 | | |
Entertainment | | | 1,748 | | | | 1,802 | | | | — | | | | 3,550 | | |
Food Products | | | — | | | | 3,015 | | | | — | | | | 3,015 | | |
Information Technology Services | | | 6,340 | | | | 2,829 | | | | — | | | | 9,169 | | |
Internet & Direct Marketing Retail | | | 2,158 | | | | — | | | | — | | | | 2,158 | | |
Metals & Mining | | | — | | | | 2,958 | | | | — | | | | 2,958 | | |
Oil, Gas & Consumable Fuels | | | 967 | | | | 1,047 | | | | — | | | | 2,014 | | |
Paper & Forest Products | | | — | | | | 1,152 | | | | — | | | | 1,152 | | |
Personal Products | | | — | | | | 2,749 | | | | — | | | | 2,749 | | |
Software | | | 2,206 | | | | 1,903 | | | | — | | | | 4,109 | | |
Specialty Retail | | | — | | | | 2,975 | | | | — | | | | 2,975 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 1,756 | | | | — | | | | 1,756 | | |
Wireless Telecommunication Services | | | — | | | | 2,331 | | | | — | | | | 2,331 | | |
Total Common Stocks | | | 13,419 | | | | 30,718 | | | | — | | | | 44,137 | | |
Short-Term Investment | |
Investment Company | | | 4,212 | | | | — | | | | — | | | | 4,212 | | |
Total Assets | | $ | 17,631 | | | $ | 30,718 | | | $ | — | | | $ | 48,349 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign
Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
A significant portion of the Fund's net assets consist of securities of issuers located in emerging markets, which are denominated in foreign currencies. Such securities may be concentrated in a limited number of countries and regions and may vary throughout the year. Changes in currency exchange rates will affect the value of securities and investment income from foreign currency denominated securities. Emerging market securities are often subject to greater price volatility, limited capitalization and liquidity, and higher rates of inflation than securities of companies based in the U.S. In addition, emerging market issuers may be subject to substantial governmental involvement in the economy and greater social, economic and political uncertainty.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result,
an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Redemption Fees: The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class L shares, Class C shares and Class R6 shares, which is paid directly to the Fund, for shares redeemed or exchanged within thirty days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading. These fees, if any, are included in the Statements of Changes in Net Assets.
5. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
6. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
7. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at an annual rate of 1.20% of the daily net assets of the Fund.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.25% for Class I shares, 1.60% for Class A shares, 2.10% for Class L shares, 2.35% for Class C shares and 1.20% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least two years from the date of the Reorganization or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $302,000 of advisory fees were waived and approximately $32,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the
Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $42,367,000 and $89,774,000,
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Government Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $2,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 27,427 | | | $ | 32,340 | | | $ | 55,555 | | | $ | 8 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 4,212 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: Ordinary Income (000) | | 2020 Distributions Paid From: Ordinary Income (000) | |
$ | — | | | $ | 23 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Permanent differences, primarily due to a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 255 | | | $ | (255 | ) | |
At December 31, 2021, the Fund had no distributable earnings on a tax basis.
At December 31, 2021, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $82,494,000 that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders. During the year ended December 31, 2021, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $3,353,000.
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2021, the Fund intends to defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$ | 165 | | | $ | — | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders
could have a material impact on the Fund. The aggregate percentage of such owners was 28.1%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the five-year period but better than its peer group average for the one- and three-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Fund's contractual management fee and total expense ratio were higher than its peer group averages and the actual management fee was lower than its peer group average. After discussion, the Board concluded that the Fund's (i) performance and management fee were competitive with its peer group averages and (ii) total expense ratio was acceptable.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which does not include breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
28
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFINGEMSAN
4877812 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Permanence Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 8 | | |
Consolidated Statements of Changes in Net Assets | | | 9 | | |
Consolidated Financial Highlights | | | 11 | | |
Notes to Consolidated Financial Statements | | | 15 | | |
Investment Advisory Agreement Approval | | | 24 | | |
Liquidity Risk Management Program | | | 26 | | |
U.S. Customer Privacy Notice | | | 27 | | |
Director and Officer Information | | | 30 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Permanence Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Expense Example
Permanence Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Permanence Portfolio Class I | | $ | 1,000.00 | | | $ | 756.60 | | | $ | 1,020.58 | | | $ | 3.70 | | | $ | 4.26 | | | | 0.85 | % | |
Permanence Portfolio Class A | | | 1,000.00 | | | | 755.40 | | | | 1,018.84 | | | | 5.22 | | | | 6.01 | | | | 1.20 | | |
Permanence Portfolio Class C | | | 1,000.00 | | | | 752.10 | | | | 1,015.12 | | | | 8.47 | | | | 9.74 | | | | 1.95 | | |
Permanence Portfolio Class R6(1) | | | 1,000.00 | | | | 756.80 | | | | 1,020.83 | | | | 3.48 | | | | 4.01 | | | | 0.80 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments
Permanence Portfolio
| | Shares | | Value (000) | |
Common Stocks (93.5%) | |
Aerospace & Defense (7.8%) | |
Axon Enterprise, Inc. (a) | | | 742 | | | $ | 69 | | |
HEICO Corp., Class A | | | 767 | | | | 81 | | |
Lockheed Martin Corp. | | | 112 | | | | 48 | | |
TransDigm Group, Inc. (a) | | | 105 | | | | 57 | | |
| | | 255 | | |
Capital Markets (2.5%) | |
Intercontinental Exchange, Inc. | | | 421 | | | | 39 | | |
S&P Global, Inc. | | | 130 | | | | 44 | | |
| | | 83 | | |
Chemicals (0.9%) | |
Ecolab, Inc. | | | 99 | | | | 15 | | |
Sherwin-Williams Co. (The) | | | 68 | | | | 15 | | |
| | | 30 | | |
Commercial Services & Supplies (4.7%) | |
Cintas Corp. | | | 47 | | | | 17 | | |
Copart, Inc. (a) | | | 292 | | | | 32 | | |
Rollins, Inc. | | | 2,968 | | | | 104 | | |
| | | 153 | | |
Construction Materials (0.9%) | |
Martin Marietta Materials, Inc. | | | 96 | | | | 29 | | |
Containers & Packaging (0.4%) | |
Ball Corp. | | | 191 | | | | 13 | | |
Distributors (2.3%) | |
Pool Corp. | | | 211 | | | | 74 | | |
Diversified Consumer Services (2.7%) | |
Service Corp. International | | | 1,272 | | | | 88 | | |
Entertainment (1.3%) | |
Netflix, Inc. (a) | | | 94 | | | | 16 | | |
Walt Disney Co. (The) (a) | | | 296 | | | | 28 | | |
| | | 44 | | |
Equity Real Estate Investment Trusts (REITs) (1.0%) | |
American Tower Corp. REIT | | | 134 | | | | 34 | | |
Food & Staples Retailing (0.5%) | |
Costco Wholesale Corp. | | | 36 | | | | 17 | | |
Food Products (3.1%) | |
McCormick & Co., Inc. | | | 160 | | | | 14 | | |
UTZ Brands, Inc. | | | 6,243 | | | | 86 | | |
| | | 100 | | |
Health Care Equipment & Supplies (2.6%) | |
IDEXX Laboratories, Inc. (a) | | | 34 | | | | 12 | | |
Intuitive Surgical, Inc. (a) | | | 360 | | | | 72 | | |
| | | 84 | | |
Health Care Technology (3.9%) | |
Veeva Systems, Inc., Class A (a) | | | 651 | | | | 129 | | |
Hotels, Restaurants & Leisure (4.3%) | |
Domino's Pizza, Inc. | | | 227 | | | | 89 | | |
McDonald's Corp. | | | 151 | | | | 37 | | |
| | Shares | | Value (000) | |
Starbucks Corp. | | | 194 | | | $ | 15 | | |
| | | 141 | | |
Household Durables (1.3%) | |
NVR, Inc. (a) | | | 11 | | | | 44 | | |
Insurance (4.0%) | |
Brown & Brown, Inc. | | | 560 | | | | 33 | | |
Progressive Corp. (The) | | | 856 | | | | 99 | | |
| | | 132 | | |
Internet & Direct Marketing Retail (6.2%) | |
Amazon.com, Inc. (a) | | | 1,920 | | | | 204 | | |
Life Sciences Tools & Services (3.3%) | |
Danaher Corp. | | | 302 | | | | 76 | | |
Thermo Fisher Scientific, Inc. | | | 60 | | | | 33 | | |
| | | 109 | | |
Metals & Mining (1.3%) | |
Royal Gold, Inc. | | | 382 | | | | 41 | | |
Oil, Gas & Consumable Fuels (2.0%) | |
Texas Pacific Land Corp. | | | 44 | | | | 66 | | |
Pharmaceuticals (4.0%) | |
Royalty Pharma PLC, Class A (United Kingdom) | | | 2,814 | | | | 118 | | |
Zoetis, Inc. | | | 81 | | | | 14 | | |
| | | 132 | | |
Professional Services (1.1%) | |
CoStar Group, Inc. (a) | | | 614 | | | | 37 | | |
Semiconductors & Semiconductor Equipment (4.2%) | |
ASML Holding NV | | | 288 | | | | 137 | | |
Software (21.6%) | |
Cadence Design Systems, Inc. (a) | | | 117 | | | | 17 | | |
Constellation Software, Inc. | | | 114 | | | | 169 | | |
Olo, Inc., Class A (a) | | | 3,200 | | | | 32 | | |
Procore Technologies, Inc. (a) | | | 697 | | | | 32 | | |
Roper Technologies, Inc. | | | 81 | | | | 32 | | |
Salesforce, Inc. (a) | | | 715 | | | | 118 | | |
ServiceNow, Inc. (a) | | | 360 | | | | 171 | | |
Synopsys, Inc. (a) | | | 58 | | | | 18 | | |
Topicus.com, Inc. (a) | | | 1,350 | | | | 76 | | |
Tyler Technologies, Inc. (a) | | | 125 | | | | 42 | | |
| | | 707 | | |
Specialty Retail (4.6%) | |
AutoZone, Inc. (a) | | | 33 | | | | 71 | | |
Home Depot, Inc. (The) | | | 292 | | | | 80 | | |
| | | 151 | | |
Trading Companies & Distributors (1.0%) | |
Fastenal Co. | | | 308 | | | | 15 | | |
Watsco, Inc. | | | 67 | | | | 16 | | |
| | | 31 | | |
Total Common Stocks (Cost $3,208) | | | 3,065 | | |
Investment Company (0.5%) | |
Grayscale Bitcoin Trust (a) (Cost $49) | | | 1,279 | | | | 15 | | |
The accompanying notes are an integral part of the Consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Permanence Portfolio
| | Shares | | Value (000) | |
Short-Term Investment (4.0%) | |
Investment Company (4.0%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $131) | | | 131,017 | | | $ | 131 | | |
Total Investments Excluding Purchased Options (98.0%) (Cost $3,388) | | | 3,211 | | |
Total Purchased Options Outstanding (0.0%) (b) (Cost $12) | | | 1 | | |
Total Investments (98.0%) (Cost $3,400) (c)(d) | | | 3,212 | | |
Other Assets in Excess of Liabilities (2.0%) | | | 66 | | |
Net Assets (100.0%) | | $ | 3,278 | | |
(a) Non-income producing security.
(b) Amount is less than 0.05%.
(c) Securities are available for collateral in connection with purchased options.
(d) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $239,000 and the aggregate gross unrealized depreciation is approximately $427,000, resulting in net unrealized depreciation of approximately $188,000.
REIT Real Estate Investment Trust.
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2022:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.27 | | | Nov-22 | | | 876,672 | | | | 877 | | | $ | 1 | | | $ | 4 | | | $ | (3 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.28 | | | Jul-22 | | | 827,282 | | | | 827 | | | | — | @ | | | 4 | | | | (4 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.31 | | | Aug-22 | | | 384,147 | | | | 384 | | | | — | @ | | | 3 | | | | (3 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.38 | | | Jul-22 | | | 241,439 | | | | 241 | | | | — | @ | | | 1 | | | | (1 | ) | |
| | | | | | | | | | | | $ | 1 | | | $ | 12 | | | $ | (11 | ) | |
@ Value is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 63.7 | % | |
Software | | | 22.0 | | |
Aerospace & Defense | | | 7.9 | | |
Internet & Direct Marketing Retail | | | 6.4 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the Consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $3,269) | | $ | 3,081 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $131) | | | 131 | | |
Total Investments in Securities, at Value (Cost $3,400) | | | 3,212 | | |
Foreign Currency, at Value (Cost —@) | | | — | @ | |
Due from Adviser | | | 57 | | |
Dividends Receivable | | | 1 | | |
Interest Receivable | | | — | @ | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 62 | | |
Total Assets | | | 3,332 | | |
Liabilities: | |
Payable for Professional Fees | | | 29 | | |
Payable for Custodian Fees | | | 4 | | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class I | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class A | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | — | @ | |
Other Liabilities | | | 19 | | |
Total Liabilities | | | 54 | | |
Net Assets | | $ | 3,278 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 3,363 | | |
Total Accumulated Loss | | | (85 | ) | |
Net Assets | | $ | 3,278 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 3,020 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 276,824 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.91 | | |
CLASS A: | |
Net Assets | | $ | 188 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 17,383 | | |
Net Asset Value, Redemption Price Per Share | | $ | 10.81 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.60 | | |
Maximum Offering Price Per Share | | $ | 11.41 | | |
CLASS C: | |
Net Assets | | $ | 20 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,834 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.65 | | |
CLASS R6:* | |
Net Assets | | $ | 50 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 4,615 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.92 | | |
@ Amount is less than $500.
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $—@ of foreign Taxes Withheld) | | $ | 12 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 12 | | |
Expenses: | |
Professional Fees | | | 69 | | |
Registration Fees | | | 20 | | |
Advisory Fees (Note B) | | | 12 | | |
Shareholder Reporting Fees | | | 8 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 4 | | |
Directors' Fees and Expenses | | | 3 | | |
Administration Fees (Note C) | | | 1 | | |
Pricing Fees | | | 1 | | |
Sub Transfer Agency Fees — Class I | | | — | @ | |
Sub Transfer Agency Fees — Class A | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Shareholder Services Fees — Class A (Note D) | | | — | @ | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Other Expenses | | | 9 | | |
Total Expenses | | | 131 | | |
Expenses Reimbursed by Adviser (Note B) | | | (99 | ) | |
Waiver of Advisory Fees (Note B) | | | (12 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 16 | | |
Net Investment Loss | | | (4 | ) | |
Realized Gain: | |
Investments Sold | | | 88 | | |
Foreign Currency Translation | | | — | @ | |
Net Realized Gain | | | 88 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (1,111 | ) | |
Foreign Currency Translation | | | (— | @) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,111 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (1,023 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (1,027 | ) | |
@ Amount is less than $500.
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (4 | ) | | $ | (1 | ) | |
Net Realized Gain | | | 88 | | | | 463 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,111 | ) | | | 121 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (1,027 | ) | | | 583 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (582 | ) | |
Class A | | | — | | | | (47 | ) | |
Class C | | | — | | | | (4 | ) | |
Class R6* | | | — | | | | (3 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (636 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 153 | | | | 115 | | |
Distributions Reinvested | | | — | | | | 582 | | |
Class A: | |
Subscribed | | | 42 | | | | 344 | | |
Distributions Reinvested | | | — | | | | 47 | | |
Redeemed | | | (108 | ) | | | (308 | ) | |
Class C: | |
Subscribed | | | — | | | | 1 | | |
Distributions Reinvested | | | — | | | | 4 | | |
Class R6:* | |
Subscribed | | | 43 | | | | — | | |
Distributions Reinvested | | | — | | | | 3 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 130 | | | | 788 | | |
Total Increase (Decrease) in Net Assets | | | (897 | ) | | | 735 | | |
Net Assets: | |
Beginning of Period | | | 4,175 | | | | 3,440 | | |
End of Period | | $ | 3,278 | | | $ | 4,175 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 13 | | | | 7 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 42 | | |
Net Increase in Class I Shares Outstanding | | | 13 | | | | 49 | | |
Class A: | |
Shares Subscribed | | | 4 | | | | 23 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3 | | |
Shares Redeemed | | | (9 | ) | | | (21 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (5 | ) | | | 5 | | |
Class C: | |
Shares Subscribed | | | — | | | | — | @ | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @ | |
Net Increase in Class C Shares Outstanding | | | — | | | | — | @ | |
Class R6:* | |
Shares Subscribed | | | 3 | | | | — | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @ | |
Net Increase in Class R6 Shares Outstanding | | | 3 | | | | — | @ | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than 500 shares.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Permanence Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Year Ended December 31, 2021 | | Period from March 31, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 14.42 | | | $ | 14.65 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.01 | ) | | | 0.00 | (4) | | | (0.00 | )(4) | |
Net Realized and Unrealized Gain (Loss) | | | (3.50 | ) | | | 2.39 | | | | 5.51 | | |
Total from Investment Operations | | | (3.51 | ) | | | 2.39 | | | | 5.51 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.11 | ) | | | — | | |
Net Realized Gain | | | — | | | | (2.51 | ) | | | (0.86 | ) | |
Total Distributions | | | — | | | | (2.62 | ) | | | (0.86 | ) | |
Net Asset Value, End of Period | | $ | 10.91 | | | $ | 14.42 | | | $ | 14.65 | | |
Total Return(5) | | | (24.34 | )%(8) | | | 16.85 | % | | | 55.46 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,020 | | | $ | 3,807 | | | $ | 3,147 | | |
Ratio of Expenses Before Expense Limitation | | | 7.11 | %(9) | | | 7.49 | % | | | 10.85 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(6)(9) | | | 0.85 | %(6) | | | 0.85 | %(6)(9) | |
Ratio of Net Investment Income (Loss) | | | (0.18 | )%(6)(9) | | | 0.01 | %(6) | | | (0.02 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7)(9) | |
Portfolio Turnover Rate | | | 22 | %(8) | | | 70 | % | | | 68 | %(8) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Permanence Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Year Ended December 31, 2021 | | Period from March 31, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 14.31 | | | $ | 14.61 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.03 | ) | | | (0.05 | ) | | | (0.01 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (3.47 | ) | | | 2.37 | | | | 5.48 | | |
Total from Investment Operations | | | (3.50 | ) | | | 2.32 | | | | 5.47 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.11 | ) | | | — | | |
Net Realized Gain | | | — | | | | (2.51 | ) | | | (0.86 | ) | |
Total Distributions | | | — | | | | (2.62 | ) | | | (0.86 | ) | |
Net Asset Value, End of Period | | $ | 10.81 | | | $ | 14.31 | | | $ | 14.61 | | |
Total Return(4) | | | (24.46 | )%(7) | | | 16.41 | % | | | 55.05 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 188 | | | $ | 324 | | | $ | 256 | | |
Ratio of Expenses Before Expense Limitation | | | 8.41 | %(8) | | | 8.83 | % | | | 17.41 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.20 | %(5)(8) | | | 1.20 | %(5) | | | 1.20 | %(5)(8) | |
Ratio of Net Investment Loss | | | (0.55 | )%(5)(8) | | | (0.33 | )%(5) | | | (0.06 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 22 | %(7) | | | 70 | % | | | 68 | %(7) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Permanence Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Year Ended December 31, 2021 | | Period from March 31, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 14.16 | | | $ | 14.52 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.08 | ) | | | (0.17 | ) | | | (0.11 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (3.43 | ) | | | 2.35 | | | | 5.49 | | |
Total from Investment Operations | | | (3.51 | ) | | | 2.18 | | | | 5.38 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.03 | ) | | | — | | |
Net Realized Gain | | | — | | | | (2.51 | ) | | | (0.86 | ) | |
Total Distributions | | | — | | | | (2.54 | ) | | | (0.86 | ) | |
Net Asset Value, End of Period | | $ | 10.65 | | | $ | 14.16 | | | $ | 14.52 | | |
Total Return(4) | | | (24.79 | )%(7) | | | 15.52 | % | | | 54.15 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 20 | | | $ | 26 | | | $ | 21 | | |
Ratio of Expenses Before Expense Limitation | | | 17.92 | %(8) | | | 18.17 | % | | | 24.15 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.95 | %(5)(8) | | | 1.95 | %(5) | | | 1.95 | %(5)(8) | |
Ratio of Net Investment Loss | | | (1.28 | )%(5)(8) | | | (1.09 | )%(5) | | | (1.08 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 22 | %(7) | | | 70 | % | | | 68 | %(7) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Permanence Portfolio
| | Class R6(1) | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Year Ended December 31, 2021 | | Period from March 31, 2020(2) to December 31, 2020(3) | |
Net Asset Value, Beginning of Period | | $ | 14.43 | | | $ | 14.65 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(4) | | | (0.01 | ) | | | 0.01 | | | | (0.00 | )(5) | |
Net Realized and Unrealized Gain (Loss) | | | (3.50 | ) | | | 2.40 | | | | 5.51 | | |
Total from Investment Operations | | | (3.51 | ) | | | 2.41 | | | | 5.51 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.12 | ) | | | — | | |
Net Realized Gain | | | — | | | | (2.51 | ) | | | (0.86 | ) | |
Total Distributions | | | — | | | | (2.63 | ) | | | (0.86 | ) | |
Net Asset Value, End of Period | | $ | 10.92 | | | $ | 14.43 | | | $ | 14.65 | | |
Total Return(6) | | | (24.32 | )%(9) | | | 16.95 | % | | | 55.45 | %(9) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 50 | | | $ | 18 | | | $ | 16 | | |
Ratio of Expenses Before Expense Limitation | | | 11.78 | %(10) | | | 20.29 | % | | | 25.34 | %(10) | |
Ratio of Expenses After Expense Limitation | | | 0.80 | %(7)(10) | | | 0.80 | %(7) | | | 0.80 | %(7)(10) | |
Ratio of Net Investment Income (Loss) | | | (0.09 | )%(7)(10) | | | 0.07 | %(7) | | | 0.03 | %(7)(10) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(8)(10) | | | 0.00 | %(8) | | | 0.00 | %(8)(10) | |
Portfolio Turnover Rate | | | 22 | %(9) | | | 70 | % | | | 68 | %(9) | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Commencement of Operations.
(3) Not consolidated.
(4) Per share amount is based on average shares outstanding.
(5) Amount is less than $0.005 per share.
(6) Calculated based on the net asset value as of the last business day of the period.
(7) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(8) Amount is less than 0.005%.
(9) Not annualized.
(10) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Permanence Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Permanence Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2022, the Subsidiary represented approximately $12,000 or approximately 0.36% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS")
revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (5) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by
the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Aerospace & Defense | | $ | 255 | | | $ | — | | | $ | — | | | $ | 255 | | |
Capital Markets | | | 83 | | | | — | | | | — | | | | 83 | | |
Chemicals | | | 30 | | | | — | | | | — | | | | 30 | | |
Commercial Services & Supplies | | | 153 | | | | — | | | | — | | | | 153 | | |
Construction Materials | | | 29 | | | | — | | | | — | | | | 29 | | |
Containers & Packaging | | | 13 | | | | — | | | | — | | | | 13 | | |
Distributors | | | 74 | | | | — | | | | — | | | | 74 | | |
Diversified Consumer Services | | | 88 | | | | — | | | | — | | | | 88 | | |
Entertainment | | | 44 | | | | — | | | | — | | | | 44 | | |
Equity Real Estate Investment Trusts (REITs) | | | 34 | | | | — | | | | — | | | | 34 | | |
Food & Staples Retailing | | | 17 | | | | — | | | | — | | | | 17 | | |
Food Products | | | 100 | | | | — | | | | — | | | | 100 | | |
Health Care Equipment & Supplies | | | 84 | | | | — | | | | — | | | | 84 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Health Care Technology | | $ | 129 | | | $ | — | | | $ | — | | | $ | 129 | | |
Hotels, Restaurants & Leisure | | | 141 | | | | — | | | | — | | | | 141 | | |
Household Durables | | | 44 | | | | — | | | | — | | | | 44 | | |
Insurance | | | 132 | | | | — | | | | — | | | | 132 | | |
Internet & Direct Marketing Retail | | | 204 | | | | — | | | | — | | | | 204 | | |
Life Sciences Tools & Services | | | 109 | | | | — | | | | — | | | | 109 | | |
Metals & Mining | | | 41 | | | | — | | | | — | | | | 41 | | |
Oil, Gas & Consumable Fuels | | | 66 | | | | — | | | | — | | | | 66 | | |
Pharmaceuticals | | | 132 | | | | — | | | | — | | | | 132 | | |
Professional Services | | | 37 | | | | — | | | | — | | | | 37 | | |
Semiconductors & Semiconductor Equipment | | | 137 | | | | — | | | | — | | | | 137 | | |
Software | | | 707 | | | | — | | | | — | | | | 707 | | |
Specialty Retail | | | 151 | | | | — | | | | — | | | | 151 | | |
Trading Companies & Distributors | | | 31 | | | | — | | | | — | | | | 31 | | |
Total Common Stocks | | | 3,065 | | | | — | | | | — | | | | 3,065 | | |
Investment Company | | | 15 | | | | — | | | | — | | | | 15 | | |
Call Options Purchased | | | — | | | | 1 | | | | — | | | | 1 | | |
Short-Term Investment | |
Investment Company | | | 131 | | | | — | | | | — | | | | 131 | | |
Total Assets | | $ | 3,211 | | | $ | 1 | | | $ | — | | | $ | 3,212 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 1 | (a) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (7 | )(b) | |
(b) Amounts are included in Realized Gain on Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | 4 | (c) | |
(c) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets(d) (000) | | Liabilities(d) (000) | |
Purchased Options | | $ | 1 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | 1 | | | $ | — | | | $ | — | | | $ | 1 | | |
JP Morgan Chase Bank NA | | | — | @ | | | — | | | | — | | | | — | @ | |
Total | | $ | 1 | | | $ | — | | | $ | — | | | $ | 1 | | |
@ Value is less than $500
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 2,561,000 | | |
5. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
6. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
7. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as on-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
0.65% | | 0.60% | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.00% of the Fund's average daily net assets.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.85% for Class I shares, 1.20% for Class A shares, 1.95% for Class C shares and 0.80% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $12,000 of advisory fees were waived and approximately $103,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $820,000 and $784,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Funds.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 79 | | | $ | 632 | | | $ | 580 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2202 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 131 | | |
@ Amount is less than $500.
During the six months ended June 30, 2022, the Fund incurred less than $500 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator, Sub-Adviser and Distributor, for portfolio transactions executed on behalf of the Fund.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income
and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the two-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | |
$270 | | $366 | | $184 | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, due to nondeductible offering costs related to the Subsidiary, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$33 | | $(33) | |
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$22 | | $25 | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 42.0%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic
exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-year period but below its peer group average since the end of March 2020, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other Important Information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
30
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIPERMSAN
4877754 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Advantage Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 8 | | |
Consolidated Statements of Changes in Net Assets | | | 9 | | |
Consolidated Financial Highlights | | | 11 | | |
Notes to Consolidated Financial Statements | | | 16 | | |
Investment Advisory Agreement Approval | | | 26 | | |
Liquidity Risk Management Program | | | 28 | | |
U.S. Customer Privacy Notice | | | 29 | | |
Director and Officer Information | | | 32 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Advantage Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Expense Example
Advantage Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Advantage Portfolio Class I | | $ | 1,000.00 | | | $ | 465.30 | | | $ | 1,020.58 | | | $ | 3.09 | | | $ | 4.26 | | | | 0.85 | % | |
Advantage Portfolio Class A | | | 1,000.00 | | | | 464.40 | | | | 1,018.84 | | | | 4.36 | | | | 6.01 | | | | 1.20 | | |
Advantage Portfolio Class L | | | 1,000.00 | | | | 464.70 | | | | 1,019.89 | | | | 3.60 | | | | 4.96 | | | | 0.99 | | |
Advantage Portfolio Class C | | | 1,000.00 | | | | 462.60 | | | | 1,015.22 | | | | 7.00 | | | | 9.64 | | | | 1.93 | | |
Advantage Portfolio Class R6(1) | | | 1,000.00 | | | | 465.30 | | | | 1,020.78 | | | | 2.94 | | | | 4.06 | | | | 0.81 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments
Advantage Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.7%) | |
Capital Markets (0.7%) | |
Coinbase Global, Inc., Class A (a) | | | 40,114 | | | $ | 1,886 | | |
Entertainment (6.1%) | |
ROBLOX Corp., Class A (a) | | | 382,175 | | | | 12,559 | | |
Spotify Technology SA (a) | | | 47,450 | | | | 4,452 | | |
| | | 17,011 | | |
Health Care Equipment & Supplies (1.0%) | |
Intuitive Surgical, Inc. (a) | | | 14,270 | | | | 2,864 | | |
Health Care Technology (5.8%) | |
Veeva Systems, Inc., Class A (a) | | | 80,368 | | | | 15,916 | | |
Hotels, Restaurants & Leisure (2.1%) | |
Airbnb, Inc., Class A (a) | | | 66,157 | | | | 5,893 | | |
Information Technology Services (25.2%) | |
Adyen NV (Netherlands) (a) | | | 7,301 | | | | 10,536 | | |
Block, Inc., Class A (a) | | | 128,833 | | | | 7,918 | | |
Cloudflare, Inc., Class A (a) | | | 313,286 | | | | 13,706 | | |
Okta, Inc. (a) | | | 35,543 | | | | 3,213 | | |
Shopify, Inc., Class A (Canada) (a) | | | 413,400 | | | | 12,915 | | |
Snowflake, Inc., Class A (a) | | | 137,747 | | | | 19,155 | | |
Twilio, Inc., Class A (a) | | | 24,694 | | | | 2,070 | | |
| | | 69,513 | | |
Interactive Media & Services (7.1%) | |
IAC/InterActiveCorp (a) | | | 56,789 | | | | 4,315 | | |
Match Group, Inc. (a) | | | 40,755 | | | | 2,840 | | |
ZoomInfo Technologies, Inc., Class A (a) | | | 372,294 | | | | 12,375 | | |
| | | 19,530 | | |
Internet & Direct Marketing Retail (12.3%) | |
Amazon.com, Inc. (a) | | | 135,094 | | | | 14,349 | | |
Chewy, Inc., Class A (a) | | | 275,931 | | | | 9,580 | | |
Farfetch Ltd., Class A (a) | | | 282,089 | | | | 2,020 | | |
MercadoLibre, Inc. (a) | | | 7,641 | | | | 4,866 | | |
Wayfair, Inc., Class A (a) | | | 69,742 | | | | 3,038 | | |
| | | 33,853 | | |
Life Sciences Tools & Services (0.9%) | |
Illumina, Inc. (a) | | | 12,938 | | | | 2,385 | | |
Pharmaceuticals (7.2%) | |
Royalty Pharma PLC, Class A | | | 472,060 | | | | 19,845 | | |
Road & Rail (5.8%) | |
Uber Technologies, Inc. (a) | | | 778,760 | | | | 15,934 | | |
Semiconductors & Semiconductor Equipment (6.1%) | |
ASML Holding NV (Netherlands) | | | 35,367 | | | | 16,831 | | |
Software (17.4%) | |
Coupa Software, Inc. (a) | | | 67,477 | | | | 3,853 | | |
Datadog, Inc., Class A (a) | | | 155,261 | | | | 14,787 | | |
Trade Desk, Inc., Class A (a) | | | 321,891 | | | | 13,484 | | |
Unity Software, Inc. (a) | | | 166,659 | | | | 6,136 | | |
Zoom Video Communications, Inc., Class A (a) | | | 91,700 | | | | 9,901 | | |
| | | 48,161 | | |
Total Common Stocks (Cost $422,278) | | | 269,622 | | |
| | Shares | | Value (000) | |
Investment Company (0.7%) | |
Grayscale Bitcoin Trust (a) (Cost $7,046) | | | 171,579 | | | $ | 2,069 | | |
Short-Term Investment (1.9%) | |
Investment Company (1.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $5,273) | | | 5,273,365 | | | | 5,273 | | |
Total Investments Excluding Purchased Options (100.3%) (Cost $434,597) | | | | | 276,964 | | |
Total Purchased Options Outstanding (0.1%) (Cost $3,112) | | | 218 | | |
Total Investments (100.4%) (Cost $437,709) (b)(c)(d) | | | 277,182 | | |
Liabilities in Excess of Other Assets (–0.4%) | | | (1,160 | ) | |
Net Assets (100.0%) | | $ | 276,022 | | |
(a) Non-income producing security.
(b) Securities are available for collateral in connection with purchased options.
(c) The approximate fair value and percentage of net assets, $10,536,000 and 3.8%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Consolidated Financial Statements.
(d) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $10,250,000 and the aggregate gross unrealized depreciation is approximately $170,777,000, resulting in net unrealized depreciation of approximately $160,527,000.
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Advantage Portfolio
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2022:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.27 | | | Nov-22 | | | 215,952,303 | | | | 215,952 | | | $ | 214 | | | $ | 1,037 | | | $ | (823 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.28 | | | Jul-22 | | | 222,629,484 | | | | 222,629 | | | | 2 | | | | 1,037 | | | | (1,035 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.31 | | | Aug-22 | | | 102,148,816 | | | | 102,149 | | | | 2 | | | | 694 | | | | (692 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.38 | | | Jul-22 | | | 64,831,274 | | | | 64,831 | | | | — | @ | | | 344 | | | | (344 | ) | |
| | | | | | | | | | | | $ | 218 | | | $ | 3,112 | | | $ | (2,894 | ) | |
@ Value is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Information Technology Services | | | 25.1 | % | |
Software | | | 17.4 | | |
Internet & Direct Marketing Retail | | | 12.2 | | |
Others* | | | 7.3 | | |
Pharmaceuticals | | | 7.2 | | |
Interactive Media & Services | | | 7.1 | | |
Entertainment | | | 6.1 | | |
Semiconductors & Semiconductor Equipment | | | 6.1 | | |
Road & Rail | | | 5.8 | | |
Health Care Technology | | | 5.7 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $432,436) | | $ | 271,909 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $5,273) | | | 5,273 | | |
Total Investments in Securities, at Value (Cost $437,709) | | | 277,182 | | |
Foreign Currency, at Value (Cost $1) | | | 1 | | |
Receivable for Fund Shares Sold | | | 564 | | |
Tax Reclaim Receivable | | | 20 | | |
Receivable from Affiliate | | | 3 | | |
Receivable from Securities Lending Income | | | 1 | | |
Interest Receivable | | | — | @ | |
Other Assets | | | 137 | | |
Total Assets | | | 277,908 | | |
Liabilities: | |
Due to Broker | | | 600 | | |
Payable for Fund Shares Redeemed | | | 495 | | |
Payable for Advisory Fees | | | 466 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 151 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 29 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 12 | | |
Payable for Professional Fees | | | 35 | | |
Payable for Shareholder Services Fees — Class A | | | 10 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 23 | | |
Payable for Administration Fees | | | 19 | | |
Payable for Custodian Fees | | | 12 | | |
Payable for Transfer Agency Fees — Class I | | | 3 | | |
Payable for Transfer Agency Fees — Class A | | | 2 | | |
Payable for Transfer Agency Fees — Class L | | | 1 | | |
Payable for Transfer Agency Fees — Class C | | | 2 | | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Other Liabilities | | | 25 | | |
Total Liabilities | | | 1,886 | | |
Net Assets | | $ | 276,022 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 470,667 | | |
Total Accumulated Loss | | | (194,645 | ) | |
Net Assets | | $ | 276,022 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 176,042 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 11,272,369 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.62 | | |
CLASS A: | |
Net Assets | | $ | 47,742 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,187,023 | | |
Net Asset Value, Redemption Price Per Share | | $ | 14.98 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.83 | | |
Maximum Offering Price Per Share | | $ | 15.81 | | |
CLASS L: | |
Net Assets | | $ | 1,563 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 100,912 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.48 | | |
CLASS C: | |
Net Assets | | $ | 25,561 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,812,504 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.10 | | |
CLASS R6:* | |
Net Assets | | $ | 25,114 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,599,944 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.70 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $23 of Foreign Taxes Withheld) | | $ | 352 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 7 | | |
Income from Securities Loaned — Net | | | 2 | | |
Total Investment Income | | | 361 | | |
Expenses: | |
Advisory Fees (Note B) | | | 1,567 | | |
Sub Transfer Agency Fees — Class I | | | 304 | | |
Sub Transfer Agency Fees — Class A | | | 60 | | |
Sub Transfer Agency Fees — Class L | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | 21 | | |
Shareholder Services Fees — Class A (Note D) | | | 91 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 9 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 208 | | |
Administration Fees (Note C) | | | 193 | | |
Professional Fees | | | 71 | | |
Registration Fees | | | 51 | | |
Shareholder Reporting Fees | | | 38 | | |
Custodian Fees (Note F) | | | 16 | | |
Transfer Agency Fees — Class I (Note E) | | | 5 | | |
Transfer Agency Fees — Class A (Note E) | | | 4 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 4 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 7 | | |
Pricing Fees | | | 2 | | |
Interest Expenses | | | 1 | | |
Other Expenses | | | 14 | | |
Total Expenses | | | 2,669 | | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (247 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (13 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (2 | ) | |
Distribution Fees — Class L Shares Waived (Note D) | | | (8 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (3 | ) | |
Net Expenses | | | 2,395 | | |
Net Investment Loss | | | (2,034 | ) | |
Realized Loss: | |
Investments Sold | | | (67,693 | ) | |
Foreign Currency Translation | | | (— | @) | |
Net Realized Loss | | | (67,693 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (316,311 | ) | |
Foreign Currency Translation | | | (2 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (316,313 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (384,006 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (386,040 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (2,034 | ) | | $ | (8,136 | ) | |
Net Realized Gain (Loss) | | | (67,693 | ) | | | 156,801 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (316,313 | ) | | | (191,534 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (386,040 | ) | | | (42,869 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (117,112 | ) | |
Class A | | | — | | | | (24,345 | ) | |
Class L | | | — | | | | (827 | ) | |
Class C | | | — | | | | (14,072 | ) | |
Class R6* | | | — | | | | (8,952 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (165,308 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 83,532 | | | | 278,844 | | |
Distributions Reinvested | | | — | | | | 109,929 | | |
Redeemed | | | (219,576 | ) | | | (322,743 | ) | |
Class A: | |
Subscribed | | | 8,483 | | | | 48,973 | | |
Distributions Reinvested | | | — | | | | 23,959 | | |
Redeemed | | | (19,533 | ) | | | (54,295 | ) | |
Class L: | |
Distributions Reinvested | | | — | | | | 827 | | |
Redeemed | | | (630 | ) | | | (1,101 | ) | |
Class C: | |
Subscribed | | | 3,354 | | | | 17,761 | | |
Distributions Reinvested | | | — | | | | 13,699 | | |
Redeemed | | | (12,601 | ) | | | (16,135 | ) | |
Class R6:* | |
Subscribed | | | 6,620 | | | | 16,626 | | |
Distributions Reinvested | | | — | | | | 8,952 | | |
Redeemed | | | (1,924 | ) | | | (7,061 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (152,275 | ) | | | 118,235 | | |
Total Decrease in Net Assets | | | (538,315 | ) | | | (89,942 | ) | |
Net Assets: | |
Beginning of Period | | | 814,337 | | | | 904,279 | | |
End of Period | | $ | 276,022 | | | $ | 814,337 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 3,775 | | | | 6,361 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3,273 | | |
Shares Redeemed | | | (9,665 | ) | | | (7,631 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (5,890 | ) | | | 2,003 | | |
Class A: | |
Shares Subscribed | | | 386 | | | | 1,130 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 742 | | |
Shares Redeemed | | | (839 | ) | | | (1,330 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (453 | ) | | | 542 | | |
Class L: | |
Shares Issued on Distributions Reinvested | | | — | | | | 25 | | |
Shares Redeemed | | | (23 | ) | | | (27 | ) | |
Net Decrease in Class L Shares Outstanding | | | (23 | ) | | | (2 | ) | |
Class C: | |
Shares Subscribed | | | 163 | | | | 459 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 449 | | |
Shares Redeemed | | | (607 | ) | | | (417 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (444 | ) | | | 491 | | |
Class R6:* | |
Shares Subscribed | | | 272 | | | | 359 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 265 | | |
Shares Redeemed | | | (90 | ) | | | (156 | ) | |
Net Increase in Class R6 Shares Outstanding | | | 182 | | | | 468 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Advantage Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 33.57 | | | $ | 43.28 | | | $ | 26.06 | | | $ | 20.98 | | | $ | 21.45 | | | $ | 17.47 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.08 | ) | | | (0.32 | ) | | | (0.19 | ) | | | (0.04 | ) | | | (0.01 | ) | | | 0.00 | (3) | |
Net Realized and Unrealized Gain (Loss) | | | (17.87 | ) | | | (1.61 | ) | | | 19.64 | | | | 5.61 | | | | 0.87 | | | | 5.57 | | |
Total from Investment Operations | | | (17.95 | ) | | | (1.93 | ) | | | 19.45 | | | | 5.57 | | | | 0.86 | | | | 5.57 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (7.78 | ) | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | | | (1.59 | ) | |
Net Asset Value, End of Period | | $ | 15.62 | | | $ | 33.57 | | | $ | 43.28 | | | $ | 26.06 | | | $ | 20.98 | | | $ | 21.45 | | |
Total Return(4) | | | (53.47 | )%(7) | | | (4.45 | )% | | | 74.79 | % | | | 26.60 | % | | | 3.74 | % | | | 32.06 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 176,042 | | | $ | 576,158 | | | $ | 656,030 | | | $ | 296,843 | | | $ | 156,782 | | | $ | 54,002 | | |
Ratio of Expenses Before Expense Limitation | | | 1.00 | %(8) | | | 0.88 | % | | | 0.89 | % | | | 0.93 | % | | | 1.01 | % | | | 1.09 | % | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(5)(8) | | | 0.85 | %(5) | | | 0.84 | %(5) | | | 0.84 | %(5) | | | 0.84 | %(5) | | | 0.84 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.85 | %(5)(8) | | | N/A | | | | N/A | | | | 0.84 | %(5) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.70 | )%(5)(8) | | | (0.73 | )%(5) | | | (0.54 | )%(5) | | | (0.15 | )%(5) | | | (0.02 | )%(5) | | | 0.02 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 30 | %(7) | | | 69 | % | | | 73 | % | | | 70 | % | | | 79 | % | | | 65 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Advantage Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 32.26 | | | $ | 42.02 | | | $ | 25.42 | | | $ | 20.54 | | | $ | 21.10 | | | $ | 17.26 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.11 | ) | | | (0.44 | ) | | | (0.28 | ) | | | (0.13 | ) | | | (0.08 | ) | | | (0.06 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (17.17 | ) | | | (1.54 | ) | | | 19.11 | | | | 5.50 | | | | 0.85 | | | | 5.49 | | |
Total from Investment Operations | | | (17.28 | ) | | | (1.98 | ) | | | 18.83 | | | | 5.37 | | | | 0.77 | | | | 5.43 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (7.78 | ) | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | | | (1.59 | ) | |
Net Asset Value, End of Period | | $ | 14.98 | | | $ | 32.26 | | | $ | 42.02 | | | $ | 25.42 | | | $ | 20.54 | | | $ | 21.10 | | |
Total Return(3) | | | (53.56 | )%(6) | | | (4.72 | )% | | | 74.27 | % | | | 26.20 | % | | | 3.37 | % | | | 31.64 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 47,742 | | | $ | 117,424 | | | $ | 130,176 | | | $ | 80,743 | | | $ | 42,959 | | | $ | 23,715 | | |
Ratio of Expenses Before Expense Limitation | | | 1.24 | %(7) | | | 1.14 | % | | | N/A | | | | 1.21 | % | | | 1.29 | % | | | 1.39 | % | |
Ratio of Expenses After Expense Limitation | | | 1.20 | %(4)(7) | | | 1.14 | %(4) | | | 1.15 | %(4) | | | 1.19 | %(4) | | | 1.17 | %(4) | | | 1.19 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.20 | %(4)(7) | | | N/A | | | | N/A | | | | 1.19 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.04 | )%(4)(7) | | | (1.02 | )%(4) | | | (0.84 | )%(4) | | | (0.50 | )%(4) | | | (0.37 | )%(4) | | | (0.32 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 30 | %(6) | | | 69 | % | | | 73 | % | | | 70 | % | | | 79 | % | | | 65 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Advantage Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 33.31 | | | $ | 43.04 | | | $ | 25.95 | | | $ | 20.92 | | | $ | 21.42 | | | $ | 17.46 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.09 | ) | | | (0.36 | ) | | | (0.21 | ) | | | (0.06 | ) | | | (0.05 | ) | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (17.74 | ) | | | (1.59 | ) | | | 19.53 | | | | 5.58 | | | | 0.88 | | | | 5.57 | | |
Total from Investment Operations | | | (17.83 | ) | | | (1.95 | ) | | | 19.32 | | | | 5.52 | | | | 0.83 | | | | 5.55 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (7.78 | ) | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | | | (1.59 | ) | |
Net Asset Value, End of Period | | $ | 15.48 | | | $ | 33.31 | | | $ | 43.04 | | | $ | 25.95 | | | $ | 20.92 | | | $ | 21.42 | | |
Total Return(3) | | | (53.53 | )%(6) | | | (4.54 | )% | | | 74.65 | % | | | 26.44 | % | | | 3.61 | % | | | 31.96 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,563 | | | $ | 4,120 | | | $ | 5,391 | | | $ | 4,363 | | | $ | 3,751 | | | $ | 4,077 | | |
Ratio of Expenses Before Expense Limitation | | | 1.76 | %(7) | | | 1.65 | % | | | 1.66 | % | | | 1.69 | % | | | 1.82 | % | | | 1.87 | % | |
Ratio of Expenses After Expense Limitation | | | 0.99 | %(4)(7) | | | 0.94 | %(4) | | | 0.95 | %(4) | | | 0.95 | %(4) | | | 0.98 | %(4) | | | 0.96 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.99 | %(4)(7) | | | N/A | | | | N/A | | | | 0.95 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.84 | )%(4)(7) | | | (0.82 | )%(4) | | | (0.64 | )%(4) | | | (0.25 | )%(4) | | | (0.21 | )%(4) | | | (0.10 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 30 | %(6) | | | 69 | % | | | 73 | % | | | 70 | % | | | 79 | % | | | 65 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Advantage Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 30.48 | | | $ | 40.44 | | | $ | 24.68 | | | $ | 20.10 | | | $ | 20.82 | | | $ | 17.16 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.18 | ) | | | (0.71 | ) | | | (0.50 | ) | | | (0.29 | ) | | | (0.24 | ) | | | (0.20 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (16.20 | ) | | | (1.47 | ) | | | 18.49 | | | | 5.36 | | | | 0.85 | | | | 5.45 | | |
Total from Investment Operations | | | (16.38 | ) | | | (2.18 | ) | | | 17.99 | | | | 5.07 | | | | 0.61 | | | | 5.25 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (7.78 | ) | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | | | (1.59 | ) | |
Net Asset Value, End of Period | | $ | 14.10 | | | $ | 30.48 | | | $ | 40.44 | | | $ | 24.68 | | | $ | 20.10 | | | $ | 20.82 | | |
Total Return(3) | | | (53.74 | )%(6) | | | (5.41 | )% | | | 73.10 | % | | | 25.27 | % | | | 2.64 | % | | | 30.77 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 25,561 | | | $ | 68,793 | | | $ | 71,419 | | | $ | 42,054 | | | $ | 32,706 | | | $ | 11,835 | | |
Ratio of Expenses Before Expense Limitation | | | 1.93 | %(7) | | | 1.84 | % | | | N/A | | | | 1.93 | % | | | 2.00 | % | | | 2.10 | % | |
Ratio of Expenses After Expense Limitation | | | 1.93 | %(4)(7) | | | 1.84 | %(4) | | | 1.85 | %(4) | | | 1.90 | %(4) | | | 1.88 | %(4) | | | 1.90 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.93 | %(4)(7) | | | N/A | | | | N/A | | | | 1.90 | %(4) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.78 | )%(4)(7) | | | (1.72 | )%(4) | | | (1.55 | )%(4) | | | (1.20 | )%(4) | | | (1.08 | )%(4) | | | (1.01 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 30 | %(6) | | | 69 | % | | | 73 | % | | | 70 | % | | | 79 | % | | | 65 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Advantage Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(2) | | 2019(2) | | 2018(2) | | 2017(2) | |
Net Asset Value, Beginning of Period | | $ | 33.74 | | | $ | 43.41 | | | $ | 26.12 | | | $ | 21.02 | | | $ | 21.49 | | | $ | 17.48 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.07 | ) | | | (0.29 | ) | | | (0.16 | ) | | | (0.03 | ) | | | (0.01 | ) | | | 0.01 | | |
Net Realized and Unrealized Gain (Loss) | | | (17.97 | ) | | | (1.60 | ) | | | 19.68 | | | | 5.62 | | | | 0.87 | | | | 5.59 | | |
Total from Investment Operations | | | (18.04 | ) | | | (1.89 | ) | | | 19.52 | | | | 5.59 | | | | 0.86 | | | | 5.60 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (7.78 | ) | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | | | (1.59 | ) | |
Net Asset Value, End of Period | | $ | 15.70 | | | $ | 33.74 | | | $ | 43.41 | | | $ | 26.12 | | | $ | 21.02 | | | $ | 21.49 | | |
Total Return(4) | | | (53.47 | )%(7) | | | (4.36 | )% | | | 74.93 | % | | | 26.64 | % | | | 3.74 | % | | | 32.22 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 25,114 | | | $ | 47,842 | | | $ | 41,263 | | | $ | 28,983 | | | $ | 26,601 | | | $ | 17,542 | | |
Ratio of Expenses Before Expense Limitation | | | 0.82 | %(8) | | | 0.77 | % | | | N/A% | | | | 0.83 | % | | | 0.93 | % | | | 1.01 | % | |
Ratio of Expenses After Expense Limitation | | | 0.81 | %(5)(8) | | | 0.77 | %(5) | | | 0.79 | %(5) | | | 0.80 | %(5) | | | 0.80 | %(5) | | | 0.80 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.81 | %(5)(8) | | | N/A | | | | N/A | | | | 0.80 | %(5) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.65 | )%(5)(8) | | | (0.65 | )%(5) | | | (0.47 | )%(5) | | | (0.10 | )%(5) | | | (0.04 | )%(5) | | | 0.07 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 30 | %(7) | | | 69 | % | | | 73 | % | | | 70 | % | | | 79 | % | | | 65 | % | |
(1) Effective April 29, 2022, Class IS Shares were renamed Class R6 Shares.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Advantage Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class R6. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Advantage Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2022, the Subsidiary represented approximately $2,371,000 or approximately 0.86% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good
faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Capital Markets | | $ | 1,886 | | | $ | — | | | $ | — | | | $ | 1,886 | | |
Entertainment | | | 17,011 | | | | — | | | | — | | | | 17,011 | | |
Health Care Equipment & Supplies | | | 2,864 | | | | — | | | | — | | | | 2,864 | | |
Health Care Technology | | | 15,916 | | | | — | | | | — | | | | 15,916 | | |
Hotels, Restaurants & Leisure | | | 5,893 | | | | — | | | | — | | | | 5,893 | | |
Information Technology Services | | | 58,977 | | | | 10,536 | | | | — | | | | 69,513 | | |
Interactive Media & Services | | | 19,530 | | | | — | | | | — | | | | 19,530 | | |
Internet & Direct Marketing Retail | | | 33,853 | | | | — | | | | — | | | | 33,853 | | |
Life Sciences Tools & Services | | | 2,385 | | | | — | | | | — | | | | 2,385 | | |
Pharmaceuticals | | | 19,845 | | | | — | | | | — | | | | 19,845 | | |
Road & Rail | | | 15,934 | | | | — | | | | — | | | | 15,934 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Semiconductors & Semiconductor Equipment | | $ | 16,831 | | | $ | — | | | $ | — | | | $ | 16,831 | | |
Software | | | 48,161 | | | | — | | | | — | | | | 48,161 | | |
Total Common Stocks | | | 259,086 | | | | 10,536 | | | | — | | | | 269,622 | | |
Investment Company | | | 2,069 | | | | — | | | | — | | | | 2,069 | | |
Call Options Purchased | | | — | | | | 218 | | | | — | | | | 218 | | |
Short-Term Investments | |
Investment Company | | | 5,273 | | | | — | | | | — | | | | 5,273 | | |
Total Assets | | $ | 266,428 | | | $ | 10,754 | | | $ | — | | | $ | 277,182 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying
asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 218 | (a) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (1,785 | )(b) | |
(b) Amounts are included in Realized Loss on Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | 855 | (c) | |
(c) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets(d) (000) | | Liabilities(d) (000) | |
Purchased Options | | $ | 218 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(e) (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | 214 | | | $ | — | | | $ | (214 | ) | | $ | 0 | | |
JP Morgan Chase Bank NA | | | 4 | | | | — | | | | (4 | ) | | | 0 | | |
Total | | $ | 218 | | | $ | — | | | $ | (218 | ) | | $ | 0 | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(e) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 664,615,000 | | |
5. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair
value of the loaned securities. The collateral is marked-tomarket daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Consolidated Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
At June 30, 2022, the Fund did not have any outstanding securities on loan.
6. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
7. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
8. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $750 million | | Next $750 million | | Over $1.5 billion | |
| 0.65 | % | | | 0.60 | % | | | 0.55 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.65% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.85% for Class I shares, 1.20% for Class A shares, 0.99% for Class L shares, 1.95% for Class C shares and 0.81% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $263,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares. The Distributor has agreed to waive for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate, the 12b-1 fees on Class L shares of the Fund to the extent it exceeds 0.04% of the average daily net assets of such shares on an annualized basis. For the six months ended June 30, 2022, this waiver amounted to approximately $8,000.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $150,201,000 and $288,051,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $3,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 14,500 | | | $ | 142,904 | | | $ | 152,131 | | | $ | 7 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 5,273 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 44,653 | | | $ | 120,655 | | | $ | 18,463 | | | $ | 26,038 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, due to nondeductible offering costs related to the Subsidiary, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 6 | | | $ | (6 | ) | |
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | — | | | $ | 48,322 | | |
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2021, the Fund intends to defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$ | — | | | $ | 379 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 12.3%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one- and three-year periods but better than its peer group average for the five-year period. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Fund's contractual management fee was lower than its peer group average, actual management fee was higher than but close to its peer group average and total expense ratio was higher than its peer group average. After discussion, the Board concluded that the Fund's (i) performance and total expense ratio were acceptable and (ii) management fee was competitive with its peer group average.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
32
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIADVSAN
4877689 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
US Core Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 6 | | |
Statements of Changes in Net Assets | | | 7 | | |
Financial Highlights | | | 8 | | |
Notes to Financial Statements | | | 12 | | |
Investment Advisory Agreement Approval | | | 18 | | |
Liquidity Risk Management Program | | | 20 | | |
U.S. Customer Privacy Notice | | | 21 | | |
Director and Officer Information | | | 24 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in US Core Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
US Core Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
US Core Portfolio Class I | | $ | 1,000.00 | | | $ | 784.50 | | | $ | 1,020.83 | | | $ | 3.54 | | | $ | 4.01 | | | | 0.80 | % | |
US Core Portfolio Class A | | | 1,000.00 | | | | 783.50 | | | | 1,019.49 | | | | 4.73 | | | | 5.36 | | | | 1.07 | | |
US Core Portfolio Class C | | | 1,000.00 | | | | 781.00 | | | | 1,015.87 | | | | 7.95 | | | | 9.00 | | | | 1.80 | | |
US Core Portfolio Class R6(1) | | | 1,000.00 | | | | 784.60 | | | | 1,021.08 | | | | 3.32 | | | | 3.76 | | | | 0.75 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
US Core Portfolio
| | Shares | | Value (000) | |
Common Stocks (99.3%) | |
Banks (10.4%) | |
First Republic Bank | | | 55,884 | | | $ | 8,058 | | |
JPMorgan Chase & Co. | | | 37,408 | | | | 4,213 | | |
SVB Financial Group (a) | | | 14,881 | | | | 5,878 | | |
| | | 18,149 | | |
Building Products (0.6%) | |
Fortune Brands Home & Security, Inc. | | | 16,637 | | | | 996 | | |
Capital Markets (4.2%) | |
Ameriprise Financial, Inc. | | | 30,733 | | | | 7,305 | | |
Commercial Services & Supplies (4.1%) | |
Waste Management, Inc. | | | 46,141 | | | | 7,059 | | |
Distributors (1.3%) | |
Pool Corp. | | | 6,350 | | | | 2,230 | | |
Electric Utilities (3.1%) | |
NextEra Energy, Inc. | | | 68,427 | | | | 5,300 | | |
Equity Real Estate Investment Trusts (REITs) (7.2%) | |
SBA Communications Corp. REIT | | | 17,329 | | | | 5,546 | | |
STORE Capital Corp. REIT | | | 269,033 | | | | 7,016 | | |
| | | 12,562 | | |
Food & Staples Retailing (3.5%) | |
Costco Wholesale Corp. | | | 12,835 | | | | 6,152 | | |
Food Products (1.2%) | |
McCormick & Co. Inc. | | | 25,307 | | | | 2,107 | | |
Health Care Equipment & Supplies (0.6%) | |
Edwards Lifesciences Corp. (a) | | | 10,913 | | | | 1,038 | | |
Health Care Technology (1.0%) | |
Veeva Systems, Inc., Class A (a) | | | 8,845 | | | | 1,752 | | |
Hotels, Restaurants & Leisure (6.6%) | |
Domino's Pizza, Inc. | | | 2,346 | | | | 914 | | |
McDonald's Corp. | | | 25,115 | | | | 6,200 | | |
MGM Resorts International | | | 100,338 | | | | 2,905 | | |
Planet Fitness, Inc., Class A (a) | | | 20,446 | | | | 1,391 | | |
| | | 11,410 | | |
Household Durables (0.3%) | |
Lennar Corp., Class A | | | 8,562 | | | | 604 | | |
Information Technology Services (2.3%) | |
Jack Henry & Associates, Inc. | | | 5,129 | | | | 923 | | |
Mastercard, Inc., Class A | | | 9,977 | | | | 3,148 | | |
| | | 4,071 | | |
Insurance (5.8%) | |
Brown & Brown, Inc. | | | 85,379 | | | | 4,981 | | |
Progressive Corp. | | | 43,220 | | | | 5,025 | | |
| | | 10,006 | | |
Interactive Media & Services (6.7%) | |
Alphabet, Inc., Class A (a) | | | 5,330 | | | | 11,616 | | |
Life Sciences Tools & Services (7.0%) | |
Danaher Corp. | | | 31,301 | | | | 7,935 | | |
West Pharmaceutical Services, Inc. | | | 14,128 | | | | 4,272 | | |
| | | 12,207 | | |
| | Shares | | Value (000) | |
Oil, Gas & Consumable Fuels (6.5%) | |
Chevron Corp. | | | 68,063 | | | $ | 9,854 | | |
Valero Energy Corp. | | | 13,896 | | | | 1,477 | | |
| | | 11,331 | | |
Personal Products (1.8%) | |
Estee Lauder Cos., Inc. , Class A | | | 12,487 | | | | 3,180 | | |
Software (8.9%) | |
Microsoft Corp. | | | 60,235 | | | | 15,470 | | |
Specialty Retail (2.5%) | |
Home Depot, Inc. | | | 10,908 | | | | 2,992 | | |
RH (a) | | | 6,297 | | | | 1,336 | | |
| | | 4,328 | | |
Tech Hardware, Storage & Peripherals (8.9%) | |
Apple, Inc. | | | 113,247 | | | | 15,483 | | |
Textiles, Apparel & Luxury Goods (1.4%) | |
Lululemon Athletica, Inc. (a) | | | 8,985 | | | | 2,449 | | |
Trading Companies & Distributors (3.4%) | |
United Rentals, Inc. (a) | | | 24,110 | | | | 5,857 | | |
Total Common Stocks (Cost $185,037) | | | 172,662 | | |
Short-Term Investment (0.9%) | |
Investment Company (0.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $1,678) | | | 1,678,179 | | | | 1,678 | | |
Total Investments (100.2%) (Cost $186,715) (b) | | | 174,340 | | |
Liabilities in Excess of Other Assets (–0.2%) | | | (407 | ) | |
Net Assets (100.0%) | | $ | 173,933 | | |
(a) Non-income producing security.
(b) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $4,525,000 and the aggregate gross unrealized depreciation is approximately $16,900,000, resulting in net unrealized depreciation of approximately $12,375,000.
REIT Real Estate Investment Trust.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Others* | | | 32.2 | % | |
Banks | | | 10.4 | | |
Tech Hardware, Storage & Peripherals | | | 8.9 | | |
Software | | | 8.9 | | |
Equity Real Estate Investment Trusts (REITs) | | | 7.2 | | |
Life Sciences Tools & Services | | | 7.0 | | |
Interactive Media & Services | | | 6.7 | | |
Hotels, Restaurants & Leisure | | | 6.5 | | |
Oil, Gas & Consumable Fuels | | | 6.5 | | |
Insurance | | | 5.7 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $185,037) | | $ | 172,662 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $1,678) | | | 1,678 | | |
Total Investments in Securities, at Value (Cost $186,715) | | | 174,340 | | |
Receivable for Investments Sold | | | 441 | | |
Receivable for Fund Shares Sold | | | 230 | | |
Dividends Receivable | | | 111 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 149 | | |
Total Assets | | | 175,271 | | |
Liabilities: | |
Payable for Fund Shares Redeemed | | | 665 | | |
Payable for Investments Purchased | | | 365 | | |
Payable for Advisory Fees | | | 227 | | |
Payable for Shareholder Services Fees — Class A | | | 7 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 27 | | |
Payable for Professional Fees | | | 27 | | |
Payable for Administration Fees | | | 12 | | |
Payable for Custodian Fees | | | 3 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class C | | | —- | @ | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Other Liabilities | | | 4 | | |
Total Liabilities | | | 1,338 | | |
Net Assets | | $ | 173,933 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 190,428 | | |
Total Accumulated Loss | | | (16,495 | ) | |
Net Assets | | $ | 173,933 | | |
CLASS I: | |
Net Assets | | $ | 107,499 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,572,326 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 19.29 | | |
CLASS A: | |
Net Assets | | $ | 34,751 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,818,469 | | |
Net Asset Value, Redemption Price Per Share | | $ | 19.11 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.06 | | |
Maximum Offering Price Per Share | | $ | 20.17 | | |
CLASS C: | |
Net Assets | | $ | 31,675 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,721,893 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 18.40 | | |
CLASS R6:* | |
Net Assets | | $ | 8 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 435 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 19.31 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers | | $ | 1,065 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 3 | | |
Total Investment Income | | | 1,068 | | |
Expenses: | |
Advisory Fees (Note B) | | | 549 | | |
Shareholder Services Fees — Class A (Note D) | | | 46 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 169 | | |
Administration Fees (Note C) | | | 73 | | |
Professional Fees | | | 60 | | |
Sub Transfer Agency Fees — Class I | | | 35 | | |
Sub Transfer Agency Fees — Class A | | | 12 | | |
Sub Transfer Agency Fees — Class C | | | 6 | | |
Registration Fees | | | 39 | | |
Shareholder Reporting Fees | | | 11 | | |
Custodian Fees (Note F) | | | 10 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 3 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 8 | | |
Total Expenses | | | 1,026 | | |
Waiver of Advisory Fees (Note B) | | | (66 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (9 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (2 | ) | |
Net Expenses | | | 948 | | |
Net Investment Income | | | 120 | | |
Realized Loss: | |
Investments Sold | | | (4,078 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (41,035 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (45,113 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (44,993 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 120 | | | $ | 37 | | |
Net Realized Gain (Loss) | | | (4,078 | ) | | | 327 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (41,035 | ) | | | 19,892 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (44,993 | ) | | | 20,256 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (40 | ) | |
Class A | | | — | | | | — | | |
Class R6* | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (40 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 86,641 | | | | 91,162 | | |
Distributions Reinvested | | | — | | | | 40 | | |
Redeemed | | | (61,579 | ) | | | (15,252 | ) | |
Class A: | |
Subscribed | | | 20,649 | | | | 31,955 | | |
Redeemed | | | (11,717 | ) | | | (7,229 | ) | |
Class C: | |
Subscribed | | | 22,934 | | | | 18,088 | | |
Redeemed | | | (5,651 | ) | | | (842 | ) | |
Class R6:* | |
Subscribed | | | 11 | | | | 229 | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (264 | ) | | | (20 | ) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 51,024 | | | | 118,131 | | |
Total Increase in Net Assets | | | 6,031 | | | | 138,347 | | |
Net Assets: | |
Beginning of Period | | | 167,902 | | | | 29,555 | | |
End of Period | | $ | 173,933 | | | $ | 167,902 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 3,908 | | | | 4,036 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2 | | |
Shares Redeemed | | | (2,821 | ) | | | (679 | ) | |
Net Increase in Class I Shares Outstanding | | | 1,087 | | | | 3,359 | | |
Class A: | |
Shares Subscribed | | | 942 | | | | 1,424 | | |
Shares Redeemed | | | (546 | ) | | | (325 | ) | |
Net Increase in Class A Shares Outstanding | | | 396 | | | | 1,099 | | |
Class C: | |
Shares Subscribed | | | 1,047 | | | | 810 | | |
Shares Redeemed | | | (286 | ) | | | (41 | ) | |
Net Increase in Class C Shares Outstanding | | | 761 | | | | 769 | | |
Class R6:* | |
Shares Subscribed | | | 1 | | | | 12 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (12 | ) | | | (1 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | (11 | ) | | | 11 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
@@ Amounts is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
US Core Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 24.59 | | | $ | 18.09 | | | $ | 14.61 | | | $ | 10.89 | | | $ | 12.41 | | | $ | 10.45 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.04 | | | | 0.05 | | | | 0.06 | | | | 0.09 | | | | 0.11 | | | | 0.08 | | |
Net Realized and Unrealized Gain (Loss) | | | (5.34 | ) | | | 6.46 | | | | 3.47 | | | | 3.82 | | | | (1.47 | ) | | | 1.94 | | |
Total from Investment Operations | | | (5.30 | ) | | | 6.51 | | | | 3.53 | | | | 3.91 | | | | (1.36 | ) | | | 2.02 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | — | | | | (0.09 | ) | | | (0.05 | ) | | | (0.05 | ) | |
Net Realized Gain | | | — | | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (0.05 | ) | | | (0.19 | ) | | | (0.16 | ) | | | (0.06 | ) | |
Net Asset Value, End of Period | | $ | 19.29 | | | $ | 24.59 | | | $ | 18.09 | | | $ | 14.61 | | | $ | 10.89 | | | $ | 12.41 | | |
Total Return(2) | | | (21.55 | )%(5) | | | 35.99 | % | | | 24.20 | % | | | 36.01 | % | | | (11.00 | )% | | | 19.33 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 107,499 | | | $ | 110,286 | | | $ | 20,377 | | | $ | 13,086 | | | $ | 7,532 | | | $ | 8,965 | | |
Ratio of Expenses Before Expense Limitation | | | 0.89 | %(6) | | | 1.07 | % | | | 1.97 | % | | | 2.09 | % | | | 2.31 | % | | | 2.78 | % | |
Ratio of Expenses After Expense Limitation | | | 0.80 | %(3)(6) | | | 0.80 | %(3) | | | 0.80 | %(3) | | | 0.78 | %(3) | | | 0.80 | %(3) | | | 0.78 | %(3) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.80 | %(3)(6) | | | 0.80 | %(3) | | | 0.79 | %(3) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.37 | %(3)(6) | | | 0.21 | %(3) | | | 0.42 | %(3) | | | 0.71 | %(3) | | | 0.86 | %(3) | | | 0.68 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | |
Portfolio Turnover Rate | | | 11 | %(5) | | | 26 | % | | | 54 | % | | | 69 | % | | | 60 | % | | | 57 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Amount is less than 0.005%.
(5) Not annualized.
(6) Annualized.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
US Core Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 24.39 | | | $ | 17.99 | | | $ | 14.58 | | | $ | 10.86 | | | $ | 12.38 | | | $ | 10.44 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.01 | | | | (0.01 | ) | | | 0.01 | | | | 0.05 | | | | 0.07 | | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | (5.29 | ) | | | 6.41 | | | | 3.45 | | | | 3.82 | | | | (1.47 | ) | | | 1.92 | | |
Total from Investment Operations | | | (5.28 | ) | | | 6.40 | | | | 3.46 | | | | 3.87 | | | | (1.40 | ) | | | 1.96 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.05 | ) | | | (0.01 | ) | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | |
Total Distributions | | | — | | | | — | | | | (0.05 | ) | | | (0.15 | ) | | | (0.12 | ) | | | (0.02 | ) | |
Net Asset Value, End of Period | | $ | 19.11 | | | $ | 24.39 | | | $ | 17.99 | | | $ | 14.58 | | | $ | 10.86 | | | $ | 12.38 | | |
Total Return(2) | | | (21.65 | )%(5) | | | 35.58 | % | | | 23.77 | % | | | 35.68 | % | | | (11.35 | )% | | | 18.80 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 34,751 | | | $ | 34,693 | | | $ | 5,807 | | | $ | 3,393 | | | $ | 1,833 | | | $ | 1,874 | | |
Ratio of Expenses Before Expense Limitation | | | 1.14 | %(6) | | | 1.36 | % | | | 2.29 | % | | | 2.46 | % | | | 2.68 | % | | | 3.23 | % | |
Ratio of Expenses After Expense Limitation | | | 1.07 | %(3)(6) | | | 1.09 | %(3) | | | 1.12 | %(3) | | | 1.15 | %(3) | | | 1.15 | %(3) | | | 1.15 | %(3) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.07 | %(3)(6) | | | 1.09 | %(3) | | | 1.11 | %(3) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.09 | %(3)(6) | | | (0.06 | )%(3) | | | 0.07 | %(3) | | | 0.34 | %(3) | | | 0.55 | %(3) | | | 0.31 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | |
Portfolio Turnover Rate | | | 11 | %(5) | | | 26 | % | | | 54 | % | | | 69 | % | | | 60 | % | | | 57 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Amount is less than 0.005%.
(5) Not annualized.
(6) Annualized.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
US Core Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 23.56 | | | $ | 17.51 | | | $ | 14.30 | | | $ | 10.70 | | | $ | 12.28 | | | $ | 10.41 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(1) | | | (0.06 | ) | | | (0.17 | ) | | | (0.10 | ) | | | (0.05 | ) | | | (0.03 | ) | | | (0.05 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (5.10 | ) | | | 6.22 | | | | 3.36 | | | | 3.75 | | | | (1.44 | ) | | | 1.92 | | |
Total from Investment Operations | | | (5.16 | ) | | | 6.05 | | | | 3.26 | | | | 3.70 | | | | (1.47 | ) | | | 1.87 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | | | — | | |
Total Distributions | | | — | | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 18.40 | | | $ | 23.56 | | | $ | 17.51 | | | $ | 14.30 | | | $ | 10.70 | | | $ | 12.28 | | |
Total Return(2) | | | (21.90 | )%(5) | | | 34.55 | % | | | 22.84 | % | | | 34.50 | % | | | (11.94 | )% | | | 17.96 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 31,675 | | | $ | 22,638 | | | $ | 3,353 | | | $ | 2,489 | | | $ | 1,563 | | | $ | 1,831 | | |
Ratio of Expenses Before Expense Limitation | | | 1.87 | %(6) | | | 2.12 | % | | | 3.07 | % | | | 3.23 | % | | | 3.44 | % | | | 3.94 | % | |
Ratio of Expenses After Expense Limitation | | | 1.80 | %(3)(6) | | | 1.84 | %(3) | | | 1.90 | %(3) | | | 1.90 | %(3) | | | 1.90 | %(3) | | | 1.90 | %(3) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.80 | %(3)(6) | | | 1.84 | %(3) | | | 1.90 | %(3) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.62 | )%(3)(6) | | | (0.80 | )%(3) | | | (0.68 | )%(3) | | | (0.39 | )%(3) | | | (0.22 | )%(3) | | | (0.43 | )%(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | | | 0.00 | %(4) | |
Portfolio Turnover Rate | | | 11 | %(5) | | | 26 | % | | | 54 | % | | | 69 | % | | | 60 | % | | | 57 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Amount is less than 0.005%.
(5) Not annualized.
(6) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
US Core Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 24.61 | | | $ | 18.10 | | | $ | 14.61 | | | $ | 10.88 | | | $ | 12.41 | | | $ | 10.45 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.03 | | | | 0.06 | | | | 0.07 | | | | 0.10 | | | | 0.12 | | | | 0.08 | | |
Net Realized and Unrealized Gain (Loss) | | | (5.33 | ) | | | 6.47 | | | | 3.47 | | | | 3.83 | | | | (1.48 | ) | | | 1.94 | | |
Total from Investment Operations | | | (5.30 | ) | | | 6.53 | | | | 3.54 | | | | 3.93 | | | | (1.36 | ) | | | 2.02 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.02 | ) | | | — | | | | (0.10 | ) | | | (0.06 | ) | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.05 | ) | |
Total Distributions | | | — | | | | (0.02 | ) | | | (0.05 | ) | | | (0.20 | ) | | | (0.17 | ) | | | (0.06 | ) | |
Net Asset Value, End of Period | | $ | 19.31 | | | $ | 24.61 | | | $ | 18.10 | | | $ | 14.61 | | | $ | 10.88 | | | $ | 12.41 | | |
Total Return(3) | | | (21.54 | )%(6) | | | 36.06 | % | | | 24.27 | % | | | 36.17 | % | | | (11.04 | )% | | | 19.37 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8 | | | $ | 285 | | | $ | 18 | | | $ | 26 | | | $ | 11 | | | $ | 12 | | |
Ratio of Expenses Before Expense Limitation | | | 2.40 | %(7) | | | 2.20 | % | | | 13.73 | % | | | 16.90 | % | | | 16.44 | % | | | 19.96 | % | |
Ratio of Expenses After Expense Limitation | | | 0.75 | %(4)(7) | | | 0.75 | %(4) | | | 0.75 | %(4) | | | 0.75 | %(4) | | | 0.75 | %(4) | | | 0.75 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.75 | %(4)(7) | | | 0.75 | %(4) | | | 0.75 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.28 | %(4)(7) | | | 0.25 | %(4) | | | 0.50 | %(4) | | | 0.74 | %(4) | | | 0.92 | %(4) | | | 0.71 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 11 | %(6) | | | 26 | % | | | 54 | % | | | 69 | % | | | 60 | % | | | 57 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the US Core Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if
such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; and (5) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Banks | | $ | 18,149 | | | $ | — | | | $ | — | | | $ | 18,149 | | |
Building Products | | | 996 | | | | — | | | | — | | | | 996 | | |
Capital Markets | | | 7,305 | | | | — | | | | — | | | | 7,305 | | |
Commercial Services & Supplies | | | 7,059 | | | | — | | | | — | | | | 7,059 | | |
Distributors | | | 2,230 | | | | — | | | | — | | | | 2,230 | | |
Electric Utilities | | | 5,300 | | | | — | | | | — | | | | 5,300 | | |
Equity Real Estate Investment Trusts (REITs) | | | 12,562 | | | | — | | | | — | | | | 12,562 | | |
Food & Staples Retailing | | | 6,152 | | | | — | | | | — | | | | 6,152 | | |
Food Products | | | 2,107 | | | | — | | | | — | | | | 2,107 | | |
Health Care Equipment & Supplies | | | 1,038 | | | | — | | | | — | | | | 1,038 | | |
Health Care Technology | | | 1,752 | | | | — | | | | — | | | | 1,752 | | |
Hotels, Restaurants & Leisure | | | 11,410 | | | | — | | | | — | | | | 11,410 | | |
Household Durables | | | 604 | | | | — | | | | — | | | | 604 | | |
Information Technology Services | | | 4,071 | | | | — | | | | — | | | | 4,071 | | |
Insurance | | | 10,006 | | | | — | | | | — | | | | 10,006 | | |
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Interactive Media & Services | | $ | 11,616 | | | $ | — | | | $ | — | | | $ | 11,616 | | |
Life Sciences Tools & Services | | | 12,207 | | | | — | | | | — | | | | 12,207 | | |
Oil, Gas & Consumable Fuels | | | 11,331 | | | | — | | | | — | | | | 11,331 | | |
Personal Products | | | 3,180 | | | | — | | | | — | | | | 3,180 | | |
Software | | | 15,470 | | | | — | | | | — | | | | 15,470 | | |
Specialty Retail | | | 4,328 | | | | — | | | | — | | | | 4,328 | | |
Tech Hardware, Storage & Peripherals | | | 15,483 | | | | — | | | | — | | | | 15,483 | | |
Textiles, Apparel & Luxury Goods | | | 2,449 | | | | — | | | | — | | | | 2,449 | | |
Trading Companies & Distributors | | | 5,857 | | | | — | | | | — | | | | 5,857 | | |
Total Common Stocks | | | 172,662 | | | | — | | | | — | | | | 172,662 | | |
Short-Term Investment | |
Investment Company | | | 1,678 | | | | — | | | | — | | | | 1,678 | | |
Total Assets | | $ | 174,340 | | | $ | — | | | $ | — | | | $ | 174,340 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
4. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
5. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is
recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $750 million | | Next $750 million | | Over $1.5 billion | |
0.60% | | 0.55% | | 0.50% | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.53% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.80% for Class I shares, 1.15% for Class A shares, 1.90% for Class C shares and 0.75% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $66,000 of advisory fees were waived and approximately $10,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other
than long-term U.S. Government securities and short-term investments were approximately $73,648,000 and $19,307,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $2,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 4,635 | | | $ | 60,478 | | | $ | 63,435 | | | $ | 3 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 1,678 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$40 | | $— | | $— | | $83 | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains
(losses) on certain investment transactions and the timing of the deductibility of certain expenses.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2021.
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$29 | | $116 | |
During the year ended December 31, 2021, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $456,000.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 58.3%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
24
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIUSCPSAN
4879425 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
U.S. Focus Real Estate Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 6 | | |
Statements of Changes in Net Assets | | | 7 | | |
Financial Highlights | | | 9 | | |
Notes to Financial Statements | | | 13 | | |
Investment Advisory Agreement Approval | | | 19 | | |
Liquidity Risk Management Program | | | 21 | | |
U.S. Customer Privacy Notice | | | 22 | | |
Director and Officer Information | | | 25 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in U.S. Focus Real Estate Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
U.S. Focus Real Estate Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
U.S. Focus Real Estate Portfolio Class I | | $ | 1,000.00 | | | $ | 796.50 | | | $ | 1,020.38 | | | $ | 3.96 | | | $ | 4.46 | | | | 0.89 | % | |
U.S. Focus Real Estate Portfolio Class A | | | 1,000.00 | | | | 795.00 | | | | 1,018.60 | | | | 5.56 | | | | 6.26 | | | | 1.25 | | |
U.S. Focus Real Estate Portfolio Class C | | | 1,000.00 | | | | 791.90 | | | | 1,014.88 | | | | 8.89 | | | | 9.99 | | | | 2.00 | | |
U.S. Focus Real Estate Portfolio Class R6(1) | | | 1,000.00 | | | | 796.60 | | | | 1,020.58 | | | | 3.79 | | | | 4.26 | | | | 0.85 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the actual days accrued in the period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
U.S. Focus Real Estate Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.3%) | |
Apartments (14.7%) | |
AvalonBay Communities, Inc. REIT | | | 1,134 | | | $ | 220 | | |
Equity Residential REIT | | | 3,064 | | | | 222 | | |
Mid-America Apartment Communities, Inc. REIT | | | 1,305 | | | | 228 | | |
| | | 670 | | |
Data Centers (7.7%) | |
Digital Realty Trust, Inc. REIT | | | 2,561 | | | | 333 | | |
GDS Holdings Ltd. ADR (China) (a) | | | 628 | | | | 21 | | |
| | | 354 | | |
Free Standing (6.6%) | |
Agree Realty Corp. REIT | | | 3,068 | | | | 221 | | |
NETSTREIT Corp. REIT | | | 4,174 | | | | 79 | | |
| | | 300 | | |
Health Care (7.8%) | |
Welltower, Inc. REIT | | | 4,326 | | | | 356 | | |
Industrial (13.3%) | |
Americold Realty Trust REIT | | | 4,738 | | | | 142 | | |
Duke Realty Corp. REIT | | | 2,469 | | | | 136 | | |
Prologis, Inc. REIT | | | 2,804 | | | | 330 | | |
| | | 608 | | |
Lodging/Resorts (2.5%) | |
Boyd Gaming Corp. | | | 847 | | | | 42 | | |
Park Hotels & Resorts, Inc. REIT | | | 5,438 | | | | 74 | | |
| | | 116 | | |
Manufactured Homes (2.5%) | |
Sun Communities, Inc. REIT | | | 720 | | | | 115 | | |
Office (1.9%) | |
SL Green Realty Corp. REIT | | | 1,863 | | | | 86 | | |
Self Storage (10.4%) | |
Extra Space Storage, Inc. REIT | | | 953 | | | | 162 | | |
Public Storage REIT | | | 1,002 | | | | 313 | | |
| | | 475 | | |
Shopping Centers (9.7%) | |
Brixmor Property Group, Inc. REIT | | | 7,538 | | | | 152 | | |
RPT Realty REIT | | | 13,068 | | | | 128 | | |
SITE Centers Corp. REIT | | | 11,990 | | | | 162 | | |
| | | 442 | | |
Specialty (20.2%) | |
American Tower Corp. REIT | | | 2,353 | | | | 601 | | |
Iron Mountain, Inc. REIT | | | 2,097 | | | | 102 | | |
SBA Communications Corp. REIT | | | 680 | | | | 218 | | |
| | | 921 | | |
Total Common Stocks (Cost $4,824) | | | 4,443 | | |
| | Shares | | Value (000) | |
Short-Term Investment (2.5%) | |
Investment Company (2.5%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $122) | | | 112,064 | | | $ | 112 | | |
Total Investments (99.8%) (Cost $4,936) (b) | | | 4,555 | | |
Other Assets in Excess of Liabilities (0.2%) | | | 8 | | |
Net Assets (100.0%) | | $ | 4,563 | | |
(a) Non-income producing security.
(b) At June 30, 2022, the aggregate cost for federal income tax purposes is approximately $4,936,000. The aggregate gross unrealized appreciation is approximately $19,000 and the aggregate gross unrealized depreciation is approximately $400,000, resulting in net unrealized depreciation of approximately $381,000.
ADR American Depositary Receipt.
REIT Real Estate Investment Trust.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Specialty | | | 20.2 | % | |
Apartments | | | 14.7 | | |
Industrial | | | 13.4 | | |
Self Storage | | | 10.4 | | |
Shopping Centers | | | 9.7 | | |
Other* | | | 9.4 | | |
Health Care | | | 7.8 | | |
Data Centers | | | 7.8 | | |
Free Standing | | | 6.6 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Focus Real Estate Portfolio
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $4,815) | | $ | 4,443 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $112) | | | 112 | | |
Total Investments in Securities, at Value (Cost $4,927) | | | 4,555 | | |
Foreign Currency, at Value (Cost —@) | | | — | @ | |
Due from Adviser | | | 76 | | |
Prepaid Offering Costs | | | 41 | | |
Dividends Receivable | | | 15 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 28 | | |
Total Assets | | | 4,715 | | |
Liabilities: | |
Payable for Professional Fees | | | 73 | | |
Payable for Offering Costs | | | 60 | | |
Payable for Custodian Fees | | | 2 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | — | @ | |
Other Liabilities | | | 17 | | |
Total Liabilities | | | 152 | | |
Net Assets | | $ | 4,563 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 5,028 | | |
Total Accumulated Loss | | | (465 | ) | |
Net Assets | | $ | 4,563 | | |
CLASS I: | |
Net Assets | | $ | 4,426 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 487,653 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.08 | | |
CLASS A: | |
Net Assets | | $ | 46 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,019 | | |
Net Asset Value, Redemption Price Per Share | | $ | 9.07 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.50 | | |
Maximum Offering Price Per Share | | $ | 9.57 | | |
CLASS C: | |
Net Assets | | $ | 45 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,001 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.05 | | |
CLASS R6:* | |
Net Assets | | $ | 46 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,028 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.08 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Focus Real Estate Portfolio
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $—@ of foreign Taxes Withheld) | | $ | 72 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Income from Securities Loaned — Net | | | — | @ | |
Total Investment Income | | | 72 | | |
Expenses: | |
Professional Fees | | | 83 | | |
Offering Costs | | | 80 | | |
Advisory Fees (Note B) | | | 18 | | |
Shareholder Reporting Fees | | | 15 | | |
Registration Fees | | | 6 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 2 | | |
Administration Fees (Note C) | | | 2 | | |
Directors' Fees and Expenses | | | 1 | | |
Pricing Fees | | | 1 | | |
Shareholder Services Fees — Class A (Note D) | | | — | @ | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Other Expenses | | | 2 | | |
Total Expenses | | | 214 | | |
Expenses Reimbursed by Adviser (Note B) | | | (171 | ) | |
Waiver of Advisory Fees (Note B) | | | (18 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 22 | | |
Net Investment Income | | | 50 | | |
Realized Loss: | |
Investments Sold | | | (167 | ) | |
Foreign Currency Translation | | | — | @ | |
Net Realized Loss | | | (167 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (1,052 | ) | |
Foreign Currency Translation | | | — | @ | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,052 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (1,219 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (1,169 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
U.S. Focus Real Estate Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Period from September 30, 2021^ to December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 50 | | | $ | 12 | | |
Net Realized Gain (Loss) | | | (167 | ) | | | 38 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,052 | ) | | | 680 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (1,169 | ) | | | 730 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | (15 | ) | | | (15 | ) | |
Class A | | | (— | @) | | | (— | @) | |
Class C | | | (— | @) | | | (— | @) | |
Class R6* | | | (— | @) | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | (15 | ) | | | (15 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 18 | | | | 4,850 | | |
Distributions Reinvested | | | 15 | | | | 15 | | |
Redeemed | | | (16 | ) | | | — | | |
Class A: | |
Subscribed | | | — | | | | 50 | | |
Distributions Reinvested | | | — | @ | | | — | @ | |
Class C: | |
Subscribed | | | — | | | | 50 | | |
Distributions Reinvested | | | — | @ | | | — | @ | |
Class R6:* | |
Subscribed | | | — | | | | 50 | | |
Distributions Reinvested | | | — | @ | | | — | @ | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 17 | | | | 5,015 | | |
Total Increase (Decrease) in Net Assets | | | (1,167 | ) | | | 5,730 | | |
Net Assets: | |
Beginning of Period | | | 5,730 | | | | — | | |
End of Period | | $ | 4,563 | | | $ | 5,730 | | |
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
U.S. Focus Real Estate Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Period from September 30, 2021^ to December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 2 | | | | 485 | | |
Shares Issued on Distributions Reinvested | | | 1 | | | | 1 | | |
Shares Redeemed | | | (2 | ) | | | — | | |
Net Increase in Class I Shares Outstanding | | | 1 | | | | 486 | | |
Class A: | |
Shares Subscribed | | | — | | | | 5 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
Net Increase in Class A Shares Outstanding | | | — | @@ | | | 5 | | |
Class C: | |
Shares Subscribed | | | — | | | | 5 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
Net Increase in Class C Shares Outstanding | | | — | @@ | | | 5 | | |
Class R6:* | |
Shares Subscribed | | | — | | | | 5 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
Net Increase in Class R6 Shares Outstanding | | | — | @@ | | | 5 | | |
^ Commencement of Operations.
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
U.S. Focus Real Estate Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period from September 30, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 11.43 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.10 | | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.42 | ) | | | 1.44 | | |
Total from Investment Operations | | | (2.32 | ) | | | 1.46 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.03 | ) | |
Net Asset Value, End of Period | | $ | 9.08 | | | $ | 11.43 | | |
Total Return(3) | | | (20.35 | )%(4) | | | 14.62 | %(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,426 | | | $ | 5,559 | | |
Ratio of Expenses Before Expense Limitation | | | 8.26 | %(5) | | | 8.45 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 0.89 | %(5)(6) | | | 0.89 | %(5)(6) | |
Ratio of Net Investment Income | | | 1.95 | %(5)(6) | | | 0.92 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 51 | %(4) | | | 26 | %(4) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) Not annualized.
(5) Annualized.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
U.S. Focus Real Estate Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period from September 30, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 11.43 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.08 | | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.42 | ) | | | 1.43 | | |
Total from Investment Operations | | | (2.34 | ) | | | 1.45 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.02 | ) | | | (0.02 | ) | |
Net Asset Value, End of Period | | $ | 9.07 | | | $ | 11.43 | | |
Total Return(3) | | | (20.50 | )%(4) | | | 14.51 | %(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 46 | | | $ | 57 | | |
Ratio of Expenses Before Expense Limitation | | | 12.25 | %(5) | | | 11.91 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 1.25 | %(5)(6) | | | 1.25 | %(5)(6) | |
Ratio of Net Investment Income | | | 1.59 | %(5)(6) | | | 0.56 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 51 | %(4) | | | 26 | %(4) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) Not annualized.
(5) Annualized.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
U.S. Focus Real Estate Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period from September 30, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 11.43 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.04 | | | | (0.01 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (2.42 | ) | | | 1.44 | | |
Total from Investment Operations | | | (2.38 | ) | | | 1.43 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.00 | )(3) | | | (0.00 | )(3) | |
Net Asset Value, End of Period | | $ | 9.05 | | | $ | 11.43 | | |
Total Return(4) | | | (20.81 | )%(5) | | | 14.30 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 45 | | | $ | 57 | | |
Ratio of Expenses Before Expense Limitation | | | 13.02 | %(6) | | | 12.67 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 2.00 | %(6)(7) | | | 2.00 | %(6)(7) | |
Ratio of Net Investment Income (Loss) | | | 0.84 | %(6)(7) | | | (0.19 | )%(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 51 | %(5) | | | 26 | %(5) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) Not annualized.
(6) Annualized.
(7) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
U.S. Focus Real Estate Portfolio
| | Class R6(1) | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period from September 30, 2021(2) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 11.43 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(3) | | | 0.10 | | | | 0.03 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.42 | ) | | | 1.43 | | |
Total from Investment Operations | | | (2.32 | ) | | | 1.46 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.03 | ) | |
Net Asset Value, End of Period | | $ | 9.08 | | | $ | 11.43 | | |
Total Return(4) | | | (20.34 | )%(5) | | | 14.63 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 46 | | | $ | 57 | | |
Ratio of Expenses Before Expense Limitation | | | 11.98 | %(6) | | | 11.65 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(6)(7) | | | 0.85 | %(6)(7) | |
Ratio of Net Investment Income | | | 1.99 | %(6)(7) | | | 0.95 | %(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 51 | %(5) | | | 26 | %(5) | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) Not annualized.
(6) Annualized.
(7) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the U.S. Focus Real Estate Portfolio. The Fund seeks to provide current income and long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the
mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
The Fund invests a significant portion of its assets in securities of real estate investment trusts ("REITs"). The market's perception of prospective declines in private real estate values and other financial assets may result in increased volatility of market prices that can negatively impact the valuation of certain issuers held by the Fund.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the
assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Apartments | | $ | 670 | | | $ | — | | | $ | — | | | $ | 670 | | |
Data Centers | | | 354 | | | | — | | | | — | | | | 354 | | |
Free Standing | | | 300 | | | | — | | | | — | | | | 300 | | |
Health Care | | | 356 | | | | — | | | | — | | | | 356 | | |
Industrial | | | 608 | | | | — | | | | — | | | | 608 | | |
Lodging/Resorts | | | 116 | | | | — | | | | — | | | | 116 | | |
Manufactured Homes | | | 115 | | | | — | | | | — | | | | 115 | | |
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Office | | $ | 86 | | | $ | — | | | $ | — | | | $ | 86 | | |
Self Storage | | | 475 | | | | — | | | | — | | | | 475 | | |
Shopping Centers | | | 442 | | | | — | | | | — | | | | 442 | | |
Specialty | | | 921 | | | | — | | | | — | | | | 921 | | |
Total Common Stocks | | | 4,443 | | | | — | | | | — | | | | 4,443 | | |
Short-Term Investment | |
Investment Company | | | 112 | | | | — | | | | — | | | | 112 | | |
Total Assets | | $ | 4,555 | | | $ | — | | | $ | — | | | $ | 4,555 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
4. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid quarterly. Net realized capital gains, if any, are distributed at least annually.
5. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific
expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
The Fund owns shares of REITs which report information on the source of their distributions annually in the following calendar year. A portion of distributions received from REITs during the year is estimated to be a return of capital and is recorded as a reduction of their cost.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
| 0.70 | % | | | 0.65 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.00% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.90% for Class I shares, 1.25% for Class A shares, 2.00% for Class C shares and 0.85% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $18,000 of advisory fees were waived and approximately $174,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $2,626,000 and $2,647,000, respectively. There were no purchases and sales of long-term
U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 28 | | | $ | 740 | | | $ | 656 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 112 | | |
@ Amount is less than $500.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. The tax year ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal year 2021 was as follows:
2021 Distributions Paid From: Ordinary Income (000) | |
$ | 15 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, due to a nondeductible expense, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 4 | | | $ | (4 | ) | |
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | 36 | | | $ | 4 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund did not have record owners of 10% or greater.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
The Board considered the following factors at the time of approval of the contracts which occurred prior to commencement of operations.
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services to be provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services to be provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers.
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who will provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services to be provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board considered that the Adviser plans to arrange for a public offering of shares of the Fund to raise assets for investment and that the offering had not yet begun and concluded that, since the Fund currently had no assets to invest (other than seed capital required under the Investment Company Act) and had no track record of performance, this was not a factor it needed to address at the present time.
The Board reviewed the advisory and administrative fee rates (the "management fee rates") proposed to be paid by the Fund under the Management Agreement relative to comparable funds advised by the Adviser, when applicable, and compared to their peers as determined by the Adviser, and reviewed the anticipated total expense ratio of the Fund. The Board considered that the Fund requires the Adviser to develop processes, invest in additional resources and incur additional risks to successfully manage the Fund and concluded that the proposed management fee rate and anticipated total expense ratio would be competitive with its peer group averages.
Economies of Scale
The Board considered the growth prospects of the Fund and the structure of the proposed management fee schedule, which includes breakpoints. The Board considered that the Fund's potential growth was uncertain and concluded that it would be premature to consider economies of scale as a factor in approving the Management Agreement at the present time.
Profitability of the Adviser and Affiliates
Since the Fund had not begun operations and had not paid any fees to the Adviser, the Board concluded that this was not a factor that needed to be considered at the present time.
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates to be derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. Since the Fund had not begun operations and had not paid any fees to the Adviser, the Board concluded that these benefits were not a factor that needed to be considered at the present time.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to enter into this relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its future shareholders to approve the Management Agreement, which will remain in effect for two years and thereafter must be approved annually by the Board of the Fund if it is to continue in effect. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
25
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIUSFRESAN
4879445 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
U.S. Real Estate Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 8 | | |
Statements of Changes in Net Assets | | | 9 | | |
Financial Highlights | | | 11 | | |
Notes to Financial Statements | | | 17 | | |
Investment Advisory Agreement Approval | | | 25 | | |
Liquidity Risk Management Program | | | 27 | | |
U.S. Customer Privacy Notice | | | 28 | | |
Director and Officer Information | | | 31 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in U.S. Real Estate Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
U.S. Real Estate Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
U.S. Real Estate Portfolio Class I | | $ | 1,000.00 | | | $ | 788.90 | | | $ | 1,020.33 | | | $ | 3.99 | | | $ | 4.51 | | | | 0.90 | % | |
U.S. Real Estate Portfolio Class A | | | 1,000.00 | | | | 788.10 | | | | 1,018.70 | | | | 5.45 | | | | 6.16 | | | | 1.23 | | |
U.S. Real Estate Portfolio Class L | | | 1,000.00 | | | | 785.90 | | | | 1,016.12 | | | | 7.75 | | | | 8.75 | | | | 1.75 | | |
U.S. Real Estate Portfolio Class C | | | 1,000.00 | | | | 785.00 | | | | 1,014.88 | | | | 8.85 | | | | 9.99 | | | | 2.00 | | |
U.S. Real Estate Portfolio Class R6(1) | | | 1,000.00 | | | | 789.90 | | | | 1,020.68 | | | | 3.68 | | | | 4.16 | | | | 0.83 | | |
U.S. Real Estate Portfolio Class IR | | | 1,000.00 | | | | 789.10 | | | | 1,020.68 | | | | 3.68 | | | | 4.16 | | | | 0.83 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
U.S. Real Estate Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.0%) | |
Apartments (16.5%) | |
AvalonBay Communities, Inc. REIT | | | 5,644 | | | $ | 1,096 | | |
Equity Residential REIT | | | 23,991 | | | | 1,733 | | |
Mid-America Apartment Communities, Inc. REIT | | | 9,196 | | | | 1,606 | | |
UDR, Inc. REIT | | | 32,483 | | | | 1,496 | | |
| | | 5,931 | | |
Data Centers (8.5%) | |
Digital Realty Trust, Inc. REIT | | | 22,694 | | | | 2,946 | | |
GDS Holdings Ltd. ADR (China) (a) | | | 3,740 | | | | 125 | | |
| | | 3,071 | | |
Free Standing (8.2%) | |
Agree Realty Corp. REIT | | | 8,699 | | | | 628 | | |
NETSTREIT Corp. REIT | | | 22,963 | | | | 433 | | |
Realty Income Corp. REIT | | | 27,751 | | | | 1,894 | | |
| | | 2,955 | | |
Health Care (12.1%) | |
Healthpeak Properties, Inc. REIT | | | 42,002 | | | | 1,088 | | |
Ventas, Inc. REIT | | | 21,220 | | | | 1,092 | | |
Welltower, Inc. REIT | | | 26,410 | | | | 2,175 | | |
| | | 4,355 | | |
Industrial (15.0%) | |
Americold Realty Trust, Inc. REIT | | | 18,447 | | | | 554 | | |
Duke Realty Corp. REIT | | | 15,231 | | | | 837 | | |
Exeter Industrial Value Fund, LP (a)(b)(c) | | | 7,905,000 | | | | 324 | | |
ProLogis, Inc. REIT | | | 29,657 | | | | 3,489 | | |
Rexford Industrial Realty, Inc. REIT | | | 3,717 | | | | 214 | | |
| | | 5,418 | | |
Lodging/Resorts (2.9%) | |
Boyd Gaming Corp. | | | 5,479 | | | | 272 | | |
Host Hotels & Resorts, Inc. REIT | | | 33,037 | | | | 518 | | |
Park Hotels & Resorts, Inc. REIT | | | 19,358 | | | | 263 | | |
| | | 1,053 | | |
Manufactured Homes (2.9%) | |
Sun Communities, Inc. REIT | | | 6,471 | | | | 1,031 | | |
Office (2.3%) | |
Kilroy Realty Corp. REIT | | | 6,049 | | | | 317 | | |
SL Green Realty Corp. REIT (d) | | | 11,229 | | | | 518 | | |
| | | 835 | | |
Regional Malls (1.9%) | |
Simon Property Group, Inc. REIT | | | 7,362 | | | | 699 | | |
Self Storage (11.5%) | |
Extra Space Storage, Inc. REIT | | | 6,411 | | | | 1,091 | | |
Life Storage, Inc. REIT | | | 6,560 | | | | 732 | | |
Public Storage REIT | | | 7,409 | | | | 2,317 | | |
| | | 4,140 | | |
Shopping Centers (7.8%) | |
Brixmor Property Group, Inc. REIT | | | 42,396 | | | | 857 | | |
Kite Realty Group Trust REIT | | | 39,504 | | | | 683 | | |
RPT Realty REIT | | | 44,180 | | | | 434 | | |
| | Shares | | Value (000) | |
SITE Centers Corp. REIT | | | 60,665 | | | $ | 817 | | |
| | | 2,791 | | |
Single Family Homes (3.1%) | |
Invitation Homes, Inc. REIT | | | 31,119 | | | | 1,107 | | |
Specialty (5.3%) | |
American Tower Corp. REIT | | | 1,807 | | | | 462 | | |
Iron Mountain, Inc. REIT | | | 16,505 | | | | 804 | | |
Outfront Media, Inc. REIT | | | 18,550 | | | | 314 | | |
VICI Properties, Inc. REIT | | | 10,759 | | | | 321 | | |
| | | 1,901 | | |
Total Common Stocks (Cost $36,036) | | | 35,287 | | |
Short-Term Investments (3.1%) | |
Securities held as Collateral on Loaned Securities (1.4%) | |
Investment Company (1.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) | | | 418,057 | | | | 418 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.3%) | |
HSBC Securities USA, Inc. (1.50%, dated 6/30/22, due 7/1/22; proceeds $33; fully collateralized by U.S. Government obligations; 0.00% — 3.63% due 2/15/23 — 5/15/32; valued at $33) | | $ | 33 | | | | 33 | | |
Merrill Lynch & Co., Inc. (1.46%, dated 6/30/22, due 7/1/22; proceeds $63; fully collateralized by a U.S. Government obligation; 1.63% due 5/15/31; valued at $65) | | | 63 | | | | 63 | | |
| | | 96 | | |
Total Securities held as Collateral on Loaned Securities (Cost $514) | | | 514 | | |
| | Shares | | | |
Investment Company (1.7%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $588) | | | 588,244 | | | | 588 | | |
Total Short-Term Investments (Cost $1,102) | | | 1,102 | | |
Total Investments (101.1%) (Cost $37,138) Including $518 of Securities Loaned (e) | | | 36,389 | | |
Liabilities in Excess of Other Assets (–1.1%) | | | (392 | ) | |
Net Assets (100.0%) | | $ | 35,997 | | |
(a) Non-income producing security.
(b) At June 30, 2022, the Fund held a fair valued security at approximately $324,000, representing 0.9% of net assets. This security has been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments (cont'd)
U.S. Real Estate Portfolio
(c) Restricted security valued at fair value and not registered under the Securities Act of 1933. Exeter Industrial Value Fund, LP was acquired between 11/07 — 4/11 and has a current cost basis of $0. At June 30, 2022, this security had an aggregate market value of approximately $324,000, representing 0.9% of net assets
(d) All or a portion of this security was on loan at June 30, 2022.
(e) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $2,778,000 and the aggregate gross unrealized depreciation is approximately $3,527,000, resulting in net unrealized depreciation of approximately $749,000.
ADR American Depositary Receipt.
REIT Real Estate Investment Trust.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Apartments | | | 16.5 | % | |
Industrial | | | 15.1 | | |
Others** | | | 14.9 | | |
Health Care | | | 12.1 | | |
Self Storage | | | 11.5 | | |
Data Centers | | | 8.6 | | |
Free Standing | | | 8.2 | | |
Shopping Centers | | | 7.8 | | |
Specialty | | | 5.3 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as collateral on Loaned Securities) as of June 30, 2022.
** Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Real Estate Portfolio
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $36,132) | | $ | 35,383 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $1,006) | | | 1,006 | | |
Total Investments in Securities, at Value (Cost $37,138) | | | 36,389 | | |
Foreign Currency, at Value (Cost $3) | | | 3 | | |
Cash from Securities Lending | | | 28 | | |
Dividends Receivable | | | 99 | | |
Receivable for Fund Shares Sold | | | 20 | | |
Receivable from Affiliate | | | — | @ | |
Receivable from Securities Lending Income | | | — | @ | |
Other Assets | | | 88 | | |
Total Assets | | | 36,627 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 542 | | |
Payable for Professional Fees | | | 31 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 8 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 2 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class I | | | 4 | | |
Payable for Transfer Agency Fees — Class A | | | 2 | | |
Payable for Transfer Agency Fees — Class L | | | 1 | | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | 1 | | |
Payable for Transfer Agency Fees — Class IR | | | (— | @) | |
Payable for Custodian Fees | | | 4 | | |
Payable for Shareholder Services Fees — Class A | | | 2 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Advisory Fees | | | 2 | | |
Payable for Administration Fees | | | 2 | | |
Payable for Fund Shares Redeemed | | | — | @ | |
Other Liabilities | | | 27 | | |
Total Liabilities | | | 630 | | |
Net Assets | | $ | 35,997 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 34,606 | | |
Total Distributable Earnings | | | 1,391 | | |
Net Assets | | $ | 35,997 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Real Estate Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 24,095 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,570,520 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.37 | | |
CLASS A: | |
Net Assets | | $ | 9,821 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,102,324 | | |
Net Asset Value, Redemption Price Per Share | | $ | 8.91 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.49 | | |
Maximum Offering Price Per Share | | $ | 9.40 | | |
CLASS L: | |
Net Assets | | $ | 1,648 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 185,593 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.88 | | |
CLASS C: | |
Net Assets | | $ | 276 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 31,342 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.82 | | |
CLASS R6:* | |
Net Assets | | $ | 149 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 15,873 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.38 | | |
CLASS IR: | |
Net Assets | | $ | 8 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 835 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.37 | | |
(1) Including: Securities on Loan, at Value: | | $ | 518 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Real Estate Portfolio
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers | | $ | 829 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 1 | | |
Income from Securities Loaned — Net | | | — | @ | |
Total Investment Income | | | 830 | | |
Expenses: | |
Advisory Fees (Note B) | | | 154 | | |
Professional Fees | | | 57 | | |
Registration Fees | | | 32 | | |
Shareholder Services Fees — Class A (Note D) | | | 15 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 7 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 2 | | |
Sub Transfer Agency Fees — Class I | | | 14 | | |
Sub Transfer Agency Fees — Class A | | | 5 | | |
Sub Transfer Agency Fees — Class L | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Administration Fees (Note C) | | | 18 | | |
Transfer Agency Fees — Class I (Note E) | | | 7 | | |
Transfer Agency Fees — Class A (Note E) | | | 4 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 2 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Shareholder Reporting Fees | | | 10 | | |
Custodian Fees (Note F) | | | 4 | | |
Directors' Fees and Expenses | | | 3 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 4 | | |
Total Expenses | | | 343 | | |
Waiver of Advisory Fees (Note B) | | | (102 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (11 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (— | @) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (2 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 226 | | |
Net Investment Income | | | 604 | | |
Realized Loss: | |
Investments Sold | | | (56 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (11,576 | ) | |
Foreign Currency Translation | | | (— | @) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (11,576 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (11,632 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (11,028 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
U.S. Real Estate Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 604 | | | $ | 189 | | |
Net Realized Gain (Loss) | | | (56 | ) | | | 15,451 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (11,576 | ) | | | (267 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (11,028 | ) | | | 15,373 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | (88 | ) | | | (813 | ) | |
Class A | | | (27 | ) | | | (295 | ) | |
Class L | | | (2 | ) | | | (35 | ) | |
Class C | | | (— | @) | | | (6 | ) | |
Class R6* | | | (1 | ) | | | (5 | ) | |
Class IR | | | (— | @) | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | (118 | ) | | | (1,154 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 10,498 | | | | 3,876 | | |
Distributions Reinvested | | | 86 | | | | 800 | | |
Redeemed | | | (10,586 | ) | | | (16,439 | ) | |
Class A: | |
Subscribed | | | 430 | | | | 1,672 | | |
Distributions Reinvested | | | 27 | | | | 290 | | |
Redeemed | | | (997 | ) | | | (3,443 | ) | |
Class L: | |
Exchanged | | | 40 | | | | 43 | | |
Distributions Reinvested | | | 2 | | | | 35 | | |
Redeemed | | | (44 | ) | | | (111 | ) | |
Class C: | |
Subscribed | | | 50 | | | | 248 | | |
Distributions Reinvested | | | — | @ | | | 6 | | |
Redeemed | | | (61 | ) | | | (195 | ) | |
Class R6:* | |
Subscribed | | | 27 | | | | 40 | | |
Distributions Reinvested | | | 1 | | | | 5 | | |
Redeemed | | | (37 | ) | | | (10 | ) | |
Class IR: | |
Distributions Reinvested | | | — | @ | | | — | @ | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (564 | ) | | | (13,183 | ) | |
Total Increase (Decrease) in Net Assets | | | (11,710 | ) | | | 1,036 | | |
Net Assets: | |
Beginning of Period | | | 47,707 | | | | 46,671 | | |
End of Period | | $ | 35,997 | | | $ | 47,707 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
U.S. Real Estate Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 911 | | | | 373 | | |
Shares Issued on Distributions Reinvested | | | 7 | | | | 73 | | |
Shares Redeemed | | | (1,027 | ) | | | (1,601 | ) | |
Net Decrease in Class I Shares Outstanding | | | (109 | ) | | | (1,155 | ) | |
Class A: | |
Shares Subscribed | | | 41 | | | | 171 | | |
Shares Issued on Distributions Reinvested | | | 2 | | | | 28 | | |
Shares Redeemed | | | (98 | ) | | | (360 | ) | |
Net Decrease in Class A Shares Outstanding | | | (55 | ) | | | (161 | ) | |
Class L: | |
Shares Exchanged | | | 4 | | | | 4 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | 3 | | |
Shares Redeemed | | | (5 | ) | | | (11 | ) | |
Net Decrease in Class L Shares Outstanding | | | (1 | ) | | | (4 | ) | |
Class C: | |
Shares Subscribed | | | 5 | | | | 26 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | 1 | | |
Shares Redeemed | | | (6 | ) | | | (19 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (1 | ) | | | 8 | | |
Class R6:* | |
Shares Subscribed | | | 2 | | | | 4 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
Shares Redeemed | | | (3 | ) | | | (1 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | (1 | ) | | | 3 | | |
Class IR: | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
* Effective April 29, 2022 Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
U.S. Real Estate Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 11.91 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | | $ | 15.24 | | | $ | 17.21 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.15 | | | | 0.05 | | | | 0.13 | | | | 0.26 | | | | 0.34 | | | | 0.37 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.66 | ) | | | 3.35 | | | | (2.18 | ) | | | 1.69 | | | | (1.33 | ) | | | 0.16 | | |
Total from Investment Operations | | | (2.51 | ) | | | 3.40 | | | | (2.05 | ) | | | 1.95 | | | | (0.99 | ) | | | 0.53 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.12 | ) | | | (0.20 | ) | | | (0.40 | ) | | | (0.34 | ) | | | (0.26 | ) | |
Net Realized Gain | | | — | | | | (0.16 | ) | | | — | | | | (1.29 | ) | | | (3.09 | ) | | | (2.24 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.03 | ) | | | (0.28 | ) | | | (0.24 | ) | | | (1.69 | ) | | | (3.43 | ) | | | (2.50 | ) | |
Net Asset Value, End of Period | | $ | 9.37 | | | $ | 11.91 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | | $ | 15.24 | | |
Total Return(2) | | | (21.11 | )%(6) | | | 38.96 | % | | | (18.05 | )% | | | 18.40 | % | | | (8.44 | )% | | | 3.31 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 24,095 | | | $ | 31,909 | | | $ | 33,708 | | | $ | 134,856 | | | $ | 177,690 | | | $ | 331,637 | | |
Ratio of Expenses Before Expense Limitation | | | 1.43 | %(7) | | | 1.42 | % | | | 1.19 | % | | | 1.02 | % | | | 1.02 | % | | | 1.02 | % | |
Ratio of Expenses After Expense Limitation | | | 0.90 | %(3)(7) | | | 0.90 | %(3) | | | 0.90 | %(3) | | | 0.90 | %(3) | | | 0.95 | %(3)(4) | | | 1.00 | %(3) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.90 | %(3)(7) | | | 0.90 | %(3) | | | 0.90 | %(3) | | | N/A | | | | 0.95 | %(3) | | | 1.00 | %(3) | |
Ratio of Net Investment Income | | | 2.86 | %(3)(7) | | | 0.50 | %(3) | | | 1.52 | %(3) | | | 2.18 | %(3) | | | 2.44 | %(3) | | | 2.19 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 46 | %(6) | | | 132 | % | | | 39 | % | | | 21 | % | | | 39 | % | | | 43 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.90% for Class I shares. Prior to July 1, 2018, the maximum ratio was 1.00% for Class I shares.
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
U.S. Real Estate Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 11.33 | | | $ | 8.38 | | | $ | 10.56 | | | $ | 10.38 | | | $ | 14.76 | | | $ | 16.74 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.13 | | | | 0.03 | | | | 0.09 | | | | 0.22 | | | | 0.29 | | | | 0.31 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.53 | ) | | | 3.18 | | | | (2.06 | ) | | | 1.61 | | | | (1.28 | ) | | | 0.15 | | |
Total from Investment Operations | | | (2.40 | ) | | | 3.21 | | | | (1.97 | ) | | | 1.83 | | | | (0.99 | ) | | | 0.46 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.02 | ) | | | (0.10 | ) | | | (0.17 | ) | | | (0.36 | ) | | | (0.30 | ) | | | (0.20 | ) | |
Net Realized Gain | | | — | | | | (0.16 | ) | | | — | | | | (1.29 | ) | | | (3.09 | ) | | | (2.24 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.02 | ) | | | (0.26 | ) | | | (0.21 | ) | | | (1.65 | ) | | | (3.39 | ) | | | (2.44 | ) | |
Net Asset Value, End of Period | | $ | 8.91 | | | $ | 11.33 | | | $ | 8.38 | | | $ | 10.56 | | | $ | 10.38 | | | $ | 14.76 | | |
Total Return(2) | | | (21.19 | )%(6) | | | 38.46 | % | | | (18.28 | )% | | | 18.02 | % | | | (8.71 | )% | | | 2.98 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 9,821 | | | $ | 13,121 | | | $ | 11,043 | | | $ | 32,596 | | | $ | 34,459 | | | $ | 55,640 | | |
Ratio of Expenses Before Expense Limitation | | | 1.70 | %(7) | | | 1.66 | % | | | 1.52 | % | | | 1.31 | % | | | 1.30 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.23 | %(3)(7) | | | 1.18 | %(3) | | | 1.25 | %(3) | | | 1.22 | %(3) | | | 1.26 | %(3)(4) | | | 1.34 | %(3) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.23 | %(3)(7) | | | 1.18 | %(3) | | | 1.25 | %(3) | | | N/A | | | | 1.26 | %(3) | | | 1.34 | %(3) | |
Ratio of Net Investment Income | | | 2.58 | %(3)(7) | | | 0.26 | %(3) | | | 1.09 | %(3) | | | 1.91 | %(3) | | | 2.14 | %(3) | | | 1.87 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 46 | %(6) | | | 132 | % | | | 39 | % | | | 21 | % | | | 39 | % | | | 43 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.25% for Class A shares. Prior to July 1, 2018, the maximum ratio was 1.35% for Class A shares.
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
U.S. Real Estate Portfolio
| | Class L | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 11.31 | | | $ | 8.36 | | | $ | 10.55 | | | $ | 10.37 | | | $ | 14.74 | | | $ | 16.73 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.10 | | | | (0.03 | ) | | | 0.09 | | | | 0.16 | | | | 0.23 | | | | 0.22 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.52 | ) | | | 3.18 | | | | (2.11 | ) | | | 1.61 | | | | (1.28 | ) | | | 0.15 | | |
Total from Investment Operations | | | (2.42 | ) | | | 3.15 | | | | (2.02 | ) | | | 1.77 | | | | (1.05 | ) | | | 0.37 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.01 | ) | | | (0.04 | ) | | | (0.13 | ) | | | (0.30 | ) | | | (0.23 | ) | | | (0.12 | ) | |
Net Realized Gain | | | — | | | | (0.16 | ) | | | — | | | | (1.29 | ) | | | (3.09 | ) | | | (2.24 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.01 | ) | | | (0.20 | ) | | | (0.17 | ) | | | (1.59 | ) | | | (3.32 | ) | | | (2.36 | ) | |
Net Asset Value, End of Period | | $ | 8.88 | | | $ | 11.31 | | | $ | 8.36 | | | $ | 10.55 | | | $ | 10.37 | | | $ | 14.74 | | |
Total Return(2) | | | (21.41 | )%(6) | | | 37.78 | % | | | (18.77 | )% | | | 17.43 | % | | | (9.16 | )% | | | 2.37 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,648 | | | $ | 2,101 | | | $ | 1,586 | | | $ | 2,164 | | | $ | 2,057 | | | $ | 2,787 | | |
Ratio of Expenses Before Expense Limitation | | | 2.26 | %(7) | | | 2.31 | % | | | 2.11 | % | | | 1.88 | % | | | 1.84 | % | | | 1.89 | % | |
Ratio of Expenses After Expense Limitation | | | 1.75 | %(3)(7) | | | 1.75 | %(3) | | | 1.75 | %(3) | | | 1.75 | %(3) | | | 1.79 | %(3)(4) | | | 1.85 | %(3) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.75 | %(3)(7) | | | 1.75 | %(3) | | | 1.75 | %(3) | | | N/A | | | | 1.79 | %(3) | | | 1.85 | %(3) | |
Ratio of Net Investment Income (Loss) | | | 2.06 | %(3)(7) | | | (0.30 | )%(3) | | | 1.41 | %(3) | | | 1.42 | %(3) | | | 1.71 | %(3) | | | 1.37 | %(3) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 46 | %(6) | | | 132 | % | | | 39 | % | | | 21 | % | | | 39 | % | | | 43 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value as of the last business day of the period.
(3) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(4) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.75% for Class L shares. Prior to July 1, 2018, the maximum ratio was 1.85% for Class L shares.
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
U.S. Real Estate Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 11.24 | | | $ | 8.31 | | | $ | 10.48 | | | $ | 10.31 | | | $ | 14.68 | | | $ | 16.67 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.09 | | | | (0.05 | ) | | | 0.09 | | | | 0.14 | | | | 0.19 | | | | 0.20 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.51 | ) | | | 3.16 | | | | (2.10 | ) | | | 1.59 | | | | (1.29 | ) | | | 0.13 | | |
Total from Investment Operations | | | (2.42 | ) | | | 3.11 | | | | (2.01 | ) | | | 1.73 | | | | (1.10 | ) | | | 0.33 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.00 | )(3) | | | (0.02 | ) | | | (0.12 | ) | | | (0.27 | ) | | | (0.18 | ) | | | (0.08 | ) | |
Net Realized Gain | | | — | | | | (0.16 | ) | | | — | | | | (1.29 | ) | | | (3.09 | ) | | | (2.24 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.00 | )(3) | | | (0.18 | ) | | | (0.16 | ) | | | (1.56 | ) | | | (3.27 | ) | | | (2.32 | ) | |
Net Asset Value, End of Period | | $ | 8.82 | | | $ | 11.24 | | | $ | 8.31 | | | $ | 10.48 | | | $ | 10.31 | | | $ | 14.68 | | |
Total Return(2) | | | (21.50 | )%(7) | | | 37.50 | % | | | (18.91 | )% | | | 17.07 | % | | | (9.47 | )% | | | 2.14 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 276 | | | $ | 365 | | | $ | 206 | | | $ | 232 | | | $ | 338 | | | $ | 486 | | |
Ratio of Expenses Before Expense Limitation | | | 3.16 | %(8) | | | 3.28 | % | | | 3.39 | % | | | 2.92 | % | | | 2.75 | % | | | 2.46 | % | |
Ratio of Expenses After Expense Limitation | | | 2.00 | %(4)(8) | | | 2.00 | %(4) | | | 2.00 | %(4) | | | 2.00 | %(4) | | | 2.05 | %(4)(5) | | | 2.10 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.00 | %(4)(8) | | | 2.00 | %(4) | | | 2.00 | %(4) | | | N/A | | | | 2.05 | %(4) | | | 2.10 | %(4) | |
Ratio of Net Investment Income (Loss) | | | 1.80 | %(4)(8) | | | (0.54 | )%(4) | | | 1.20 | %(4) | | | 1.18 | %(4) | | | 1.39 | %(4) | | | 1.21 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 46 | %(7) | | | 132 | % | | | 39 | % | | | 21 | % | | | 39 | % | | | 43 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(3) Amount is less than $0.005.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 2.00% for Class C shares. Prior to July 1, 2018, the maximum ratio was 2.10% for Class C shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
U.S. Real Estate Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 11.91 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | | $ | 15.24 | | | $ | 17.22 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.16 | | | | 0.07 | | | | 0.09 | | | | 0.25 | | | | 0.28 | | | | 0.39 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.66 | ) | | | 3.34 | | | | (2.13 | ) | | | 1.71 | | | | (1.26 | ) | | | 0.14 | | |
Total from Investment Operations | | | (2.50 | ) | | | 3.41 | | | | (2.04 | ) | | | 1.96 | | | | (0.98 | ) | | | 0.53 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.13 | ) | | | (0.21 | ) | | | (0.41 | ) | | | (0.35 | ) | | | (0.27 | ) | |
Net Realized Gain | | | — | | | | (0.16 | ) | | | — | | | | (1.29 | ) | | | (3.09 | ) | | | (2.24 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.03 | ) | | | (0.29 | ) | | | (0.25 | ) | | | (1.70 | ) | | | (3.44 | ) | | | (2.51 | ) | |
Net Asset Value, End of Period | | $ | 9.38 | | | $ | 11.91 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | | $ | 15.24 | | |
Total Return(3) | | | (21.01 | )%(7) | | | 39.06 | % | | | (17.98 | )% | | | 18.48 | % | | | (8.36 | )% | | | 3.32 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 149 | | | $ | 201 | | | $ | 121 | | | $ | 12,307 | | | $ | 29,523 | | | $ | 196,536 | | |
Ratio of Expenses Before Expense Limitation | | | 3.88 | %(8) | | | 4.18 | % | | | 1.20 | % | | | 1.04 | % | | | 0.97 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.83 | %(4)(8) | | | 0.83 | %(4) | | | 0.83 | %(4) | | | 0.83 | %(4) | | | 0.91 | %(4)(5) | | | 0.93 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.83 | %(4)(8) | | | 0.83 | %(4) | | | 0.83 | %(4) | | | N/A | | | | 0.91 | %(4) | | | 0.93 | %(4) | |
Ratio of Net Investment Income | | | 2.97 | %(4)(8) | | | 0.64 | %(4) | | | 1.00 | %(4) | | | 2.09 | %(4) | | | 1.98 | %(4) | | | 2.33 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 46 | %(7) | | | 132 | % | | | 39 | % | | | 21 | % | | | 39 | % | | | 43 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.83% for Class R6 shares. Prior to July 1, 2018, the maximum ratio was 0.93% for Class R6 shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
U.S. Real Estate Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 11.91 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | | $ | 14.74 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.16 | | | | 0.05 | | | | 0.20 | | | | 0.33 | | | | 0.43 | | |
Net Realized and Unrealized Gain (Loss) | | | (2.67 | ) | | | 3.36 | | | | (2.24 | ) | | | 1.63 | | | | (0.98 | ) | |
Total from Investment Operations | | | (2.51 | ) | | | 3.41 | | | | (2.04 | ) | | | 1.96 | | | | (0.55 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.13 | ) | | | (0.21 | ) | | | (0.41 | ) | | | (0.28 | ) | |
Net Realized Gain | | | — | | | | (0.16 | ) | | | — | | | | (1.29 | ) | | | (3.09 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | | |
Total Distributions | | | (0.03 | ) | | | (0.29 | ) | | | (0.25 | ) | | | (1.70 | ) | | | (3.37 | ) | |
Net Asset Value, End of Period | | $ | 9.37 | | | $ | 11.91 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | |
Total Return(3) | | | (21.09 | )%(7) | | | 39.06 | % | | | (17.98 | )% | | | 18.48 | % | | | (5.73 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 8 | | | $ | 10 | | | $ | 7 | | | $ | 9 | | | $ | 7 | | |
Ratio of Expenses Before Expense Limitation | | | 21.49 | %(8) | | | 26.04 | % | | | 30.10 | % | | | 23.80 | % | | | 19.12 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.83 | %(4)(8) | | | 0.83 | %(4) | | | 0.83 | %(4) | | | 0.83 | %(4) | | | 0.84 | %(4)(5)(8) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.83 | %(4)(8) | | | 0.83 | %(4) | | | 0.83 | %(4) | | | N/A | | | | 0.84 | %(4)(8) | |
Ratio of Net Investment Income | | | 2.98 | %(4)(8) | | | 0.46 | %(4) | | | 2.40 | %(4) | | | 2.70 | %(4) | | | 4.23 | %(4)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | N/A | | | | 0.00 | %(6) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 46 | %(7) | | | 132 | % | | | 39 | % | | | 21 | % | | | 39 | % | |
(1) Commencement of Offering.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.83% for Class IR shares. Prior to July 1, 2018, the maximum ratio was 0.93% for Class IR shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the U.S. Real Estate Portfolio. The Fund seeks to provide above average current income and long-term capital appreciation by investing primarily in equity securities of companies in the U.S. real estate industry, including real estate investment trusts ("REITs"). The Fund has a capital subscription commitment to an investee company for this same purpose, the details of which are disclosed in the Unfunded Commitments note.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. On April 30, 2015, the Fund suspended offering of Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from
one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
The Fund invests a significant portion of its assets in securities of REITs. The market's perception of prospective declines in private real estate values and other financial assets may result in increased volatility of market prices that can negatively impact the valuation of certain issuers held by the Fund.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards
CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Apartments | | $ | 5,931 | | | $ | — | | | $ | — | | | $ | 5,931 | | |
Data Centers | | | 3,071 | | | | — | | | | — | | | | 3,071 | | |
Free Standing | | | 2,955 | | | | — | | | | — | | | | 2,955 | | |
Health Care | | | 4,355 | | | | — | | | | — | | | | 4,355 | | |
Industrial | | | 5,094 | | | | — | | | | 324 | | | | 5,418 | | |
Lodging/Resorts | | | 1,053 | | | | — | | | | — | | | | 1,053 | | |
Manufactured Homes | | | 1,031 | | | | — | | | | — | | | | 1,031 | | |
Office | | | 835 | | | | — | | | | — | | | | 835 | | |
Regional Malls | | | 699 | | | | — | | | | — | | | | 699 | | |
Self Storage | | | 4,140 | | | | — | | | | — | | | | 4,140 | | |
Shopping Centers | | | 2,791 | | | | — | | | | — | | | | 2,791 | | |
Single Family Homes | | | 1,107 | | | | — | | | | — | | | | 1,107 | | |
Specialty | | | 1,901 | | | | — | | | | — | | | | 1,901 | | |
Total Common Stocks | | | 34,963 | | | | — | | | | 324 | | | | 35,287 | | |
Short-Term Investments | |
Investment Company | | | 1,006 | | | | — | | | | — | | | | 1,006 | | |
Repurchase Agreements | | | — | | | | 96 | | | | — | | | | 96 | | |
Total Short-Term Investments | | | 1,006 | | | | 96 | | | | — | | | | 1,102 | | |
Total Assets | | $ | 35,969 | | | $ | 96 | | | $ | 324 | | | $ | 36,389 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Common Stock (000) | |
Beginning Balance | | $ | 523 | | |
Purchases | | | — | | |
Sales | | | — | | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | (199 | ) | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | 324 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022 | | $ | (199 | ) | |
The following table presents additional information about valuation techniques and inputs used for
investments that are measured at fair value and categorized within Level 3 as of June 30, 2022:
| | Fair Value at June 30, 2022 (000) | |
Valuation Technique
| |
Unobservable Input
| |
| Common Stock | | | $ | 324
| | | Reported Capital balance, adjustments for NAV practical expedient; including adjustments for subsequent Capital Calls, Return of Capital and Significant Market Changes between last Capital Statement and Valuation Date | | | Adjusted Capital Balance | | |
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 518 | (a) | | $ | — | | | $ | (518 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $542,000, of which approximately $514,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2022, there was uninvested cash of approximately $28,000, which is not reflected in the Portfolio of Investments.
(c) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
contractual maturity of those transactions as of June 30, 2022:
Remaining Contractual Maturity of the Agreements | |
| | Overnight and Continuous (000) | | <30 days (000) | | Between 30 & 90 days (000) | | >90 days (000) | | Total (000) | |
Securities Lending Transactions | |
Common Stocks | | $ | 542 | | | $ | — | | | $ | — | | | $ | — | | | $ | 542 | | |
Total Borrowings | | $ | 542 | | | $ | — | | | $ | — | | | $ | — | | | $ | 542 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 542 | | |
5. Unfunded Commitments: Subject to the terms of a Subscription Agreement between the Fund and Exeter Industrial Value Fund LP, the Fund has made a subscription commitment of $8,500,000 for which it will receive 8,500,000 shares of common stock. As of June 30, 2022, Exeter Industrial Value Fund LP has drawn down approximately $7,905,000, which represents 93.0% of the commitment.
6. Restricted Securities: The Fund invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Fund may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Fund can sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and the acquirer of the securities. The Fund would, in either case, bear market risks during that period. Restricted securities are identified in the Portfolio of Investments.
7. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
8. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid quarterly. Net realized capital gains, if any, are distributed at least annually.
9. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
The Fund owns shares of REITs which report information on the source of their distributions annually in the following calendar year. A portion of distributions received from REITs during the year is estimated to be a return of capital and is recorded as a reduction of their cost.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $500 million | | Next $500 million | | Over $1 billion | |
| 0.70 | % | | | 0.65 | % | | | 0.60 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.24% of the Fund's average daily net assets.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.90% for Class I shares, 1.25% for Class A shares, 1.75% for Class L shares, 2.00% for Class C shares, 0.83% for Class R6 shares and 0.83% for Class IR shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $102,000 of advisory fees were waived and approximately $15,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $20,232,000 and $20,644,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 261 | | | $ | 12,890 | | | $ | 12,145 | | | $ | 1 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 1,006 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Paid-in- Capital (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Paid-in- Capital (000) | | Long-Term Capital Gain (000) | |
$ | 1,154 | | | $ | — | | | $ | — | | | $ | 1,906 | | | $ | 358 | | | $ | 16 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, due to a prior year tax return adjustment, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 219 | | | $ | (219 | ) | |
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | 2,541 | | | $ | — | | |
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
During the year ended December 31, 2021, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $9,164,000.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 48.0%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-year period but below its peer group average for the three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and the total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
31
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIUSREASAN
4877736 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Vitality Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 9 | | |
Notes to Financial Statements | | | 13 | | |
Investment Advisory Agreement Approval | | | 19 | | |
Liquidity Risk Management Program | | | 21 | | |
U.S. Customer Privacy Notice | | | 22 | | |
Director and Officer Information | | | 25 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Vitality Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
Vitality Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Vitality Portfolio Class I | | $ | 1,000.00 | | | $ | 603.00 | | | $ | 1,020.13 | | | $ | 3.74 | | | $ | 4.71 | | | | 0.94 | % | |
Vitality Portfolio Class A | | | 1,000.00 | | | | 602.00 | | | | 1,018.40 | | | | 5.12 | | | | 6.46 | | | | 1.29 | | |
Vitality Portfolio Class C | | | 1,000.00 | | | | 600.00 | | | | 1,014.68 | | | | 8.09 | | | | 10.19 | | | | 2.04 | | |
Vitality Portfolio Class R6(1) | | | 1,000.00 | | | | 603.00 | | | | 1,020.38 | | | | 3.54 | | | | 4.46 | | | | 0.89 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the actual days accrued in the period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
Vitality Portfolio
| | Shares | | Value (000) | |
Common Stocks (94.7%) | |
Biotechnology (27.7%) | |
4D Molecular Therapeutics, Inc. (a) | | | 937 | | | $ | 7 | | |
Abcam PLC ADR (United Kingdom) (a)(b) | | | 1,842 | | | | 27 | | |
Alnylam Pharmaceuticals, Inc. (a) | | | 357 | | | | 52 | | |
Argenx SE ADR (Belgium) (a) | | | 251 | | | | 95 | | |
Beam Therapeutics, Inc. (a) | | | 1,380 | | | | 53 | | |
C4 Therapeutics, Inc. (a) | | | 1,843 | | | | 14 | | |
Century Therapeutics, Inc. (a) | | | 1,701 | | | | 14 | | |
Exact Sciences Corp. (a) | | | 949 | | | | 37 | | |
Fate Therapeutics, Inc. (a) | | | 1,393 | | | | 35 | | |
Graphite Bio, Inc. (a) | | | 2,349 | | | | 7 | | |
Intellia Therapeutics, Inc. (a) | | | 1,338 | | | | 69 | | |
Moderna, Inc. (a) | | | 338 | | | | 48 | | |
Relay Therapeutics, Inc. (a) | | | 1,391 | | | | 23 | | |
Vertex Pharmaceuticals, Inc. (a) | | | 248 | | | | 70 | | |
| | | 551 | | |
Health Care Equipment & Supplies (11.3%) | |
Abbott Laboratories | | | 315 | | | | 34 | | |
Align Technology, Inc. (a) | | | 184 | | | | 43 | | |
DexCom, Inc. (a) | | | 548 | | | | 41 | | |
IDEXX Laboratories, Inc. (a) | | | 69 | | | | 24 | | |
Intuitive Surgical, Inc. (a) | | | 244 | | | | 49 | | |
iRhythm Technologies, Inc. (a) | | | 99 | | | | 11 | | |
Quotient Ltd. (a) | | | 23,436 | | | | 6 | | |
ViewRay, Inc. (a) | | | 5,872 | | | | 16 | | |
| | | 224 | | |
Health Care Providers & Services (10.8%) | |
Agilon health, Inc. (a) | | | 2,744 | | | | 60 | | |
Guardant Health, Inc. (a) | | | 1,227 | | | | 50 | | |
UnitedHealth Group, Inc. | | | 203 | | | | 105 | | |
| | | 215 | | |
Health Care Technology (9.0%) | |
Doximity, Inc., Class A (a)(b) | | | 1,286 | | | | 45 | | |
Inspire Medical Systems, Inc. (a) | | | 308 | | | | 56 | | |
Schrodinger, Inc. (a) | | | 1,061 | | | | 28 | | |
Veeva Systems, Inc., Class A (a) | | | 250 | | | | 49 | | |
| | | 178 | | |
Internet & Direct Marketing Retail (1.9%) | |
Chewy, Inc., Class A (a)(b) | | | 1,083 | | | | 38 | | |
Life Sciences Tools & Services (21.9%) | |
10X Genomics, Inc., Class A (a) | | | 1,638 | | | | 74 | | |
AbCellera Biologics, Inc. (Canada) (a)(b) | | | 1,994 | | | | 21 | | |
Evotec SE ADR (Germany) (a) | | | 3,282 | | | | 39 | | |
Illumina, Inc. (a) | | | 135 | | | | 25 | | |
MaxCyte, Inc. (a) | | | 6,316 | | | | 30 | | |
NanoString Technologies, Inc. (a) | | | 2,157 | | | | 27 | | |
Rapid Micro Biosystems, Inc., Class A (a) | | | 2,465 | | | | 11 | | |
Seer, Inc. (a) | | | 1,472 | | | | 13 | | |
SomaLogic, Inc. (a) | | | 3,418 | | | | 16 | | |
Stevanato Group SpA (Italy) | | | 2,302 | | | | 36 | | |
| | Shares | | Value (000) | |
Thermo Fisher Scientific, Inc. | | | 189 | | | $ | 103 | | |
West Pharmaceutical Services, Inc. | | | 133 | | | | 40 | | |
| | | 435 | | |
Pharmaceuticals (12.1%) | |
ATAI Life Sciences NV (a) | | | 7,043 | | | | 26 | | |
Eli Lilly & Co. | | | 293 | | | | 95 | | |
GH Research PLC (a) | | | 1,000 | | | | 10 | | |
Royalty Pharma PLC, Class A | | | 1,366 | | | | 57 | | |
Zoetis, Inc. | | | 302 | | | | 52 | | |
| | | 240 | | |
Total Common Stocks (Cost $2,969) | | | 1,881 | | |
Short-Term Investments (11.1%) | |
Securities held as Collateral on Loaned Securities (4.0%) | |
Investment Company (3.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 65,435 | | | | 65 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.8%) | |
HSBC Securities USA, Inc., (1.50%, dated 6/30/22, due 7/1/22; proceeds $5; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 2/15/23 - 5/15/32; valued at $5) | | $ | 5 | | | | 5 | | |
Merrill Lynch & Co., Inc., (1.46%, dated 6/30/22, due 7/1/22; proceeds $10; fully collateralized by a U.S. Government obligation; 1.63% due 5/15/31; valued at $10) | | | 10 | | | | 10 | | |
| | | 15 | | |
Total Securities held as Collateral on Loaned Securities (Cost $80) | | | 80 | | |
| | Shares | | | |
Investment Company (7.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $141) | | | 141,354 | | | | 141 | | |
Total Short-Term Investments (Cost $221) | | | 221 | | |
Total Investments (105.8%) (Cost $3,190) Including $128 of Securities Loaned (c) | | | 2,102 | | |
Liabilities in Excess of Other Assets (–5.8%) | | | (115 | ) | |
Net Assets (100.0%) | | $ | 1,987 | | |
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2022.
(c) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $41,000 and the aggregate gross unrealized depreciation is approximately $1,129,000, resulting in net unrealized depreciation of approximately $1,088,000.
ADR American Depositary Receipt.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments (cont'd)
Vitality Portfolio
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Biotechnology | | | 27.2 | % | |
Life Sciences Tools & Services | | | 21.5 | | |
Pharmaceuticals | | | 11.9 | | |
Health Care Equipment & Supplies | | | 11.1 | | |
Health Care Providers & Services | | | 10.6 | | |
Health Care Technology | | | 8.8 | | |
Short-Term Investment | | | 7.0 | | |
Other** | | | 1.9 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2022.
** Industry and/or investment type representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $2,984) | | $ | 1,896 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $206) | | | 206 | | |
Total Investments in Securities, at Value (Cost $3,190) | | | 2,102 | | |
Cash from Securities Lending | | | 5 | | |
Prepaid Offering Costs | | | 69 | | |
Due from Adviser | | | 58 | | |
Dividends Receivable | | | — | @ | |
Tax Reclaim Receivable | | | — | @ | |
Receivable from Affiliate | | | — | @ | |
Receivable from Securities Lending Income | | | — | @ | |
Other Assets | | | 10 | | |
Total Assets | | | 2,244 | | |
Liabilities: | |
Payable for Offering Costs | | | 127 | | |
Collateral on Securities Loaned, at Value | | | 85 | | |
Payable for Professional Fees | | | 40 | | |
Payable for Custodian Fees | | | 2 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | —- | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | — | @ | |
Other Liabilities | | | 3 | | |
Total Liabilities | | | 257 | | |
Net Assets | | $ | 1,987 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 3,208 | | |
Total Accumulated Loss | | | (1,221 | ) | |
Net Assets | | $ | 1,987 | | |
CLASS I: | |
Net Assets | | $ | 1,893 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 314,064 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 6.03 | | |
CLASS A: | |
Net Assets | | $ | 34 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,602 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 6.02 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.33 | | |
Maximum Offering Price Per Share | | $ | 6.35 | | |
CLASS C: | |
Net Assets | | $ | 30 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,000 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 6.00 | | |
CLASS R6:* | |
Net Assets | | $ | 30 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,000 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 6.03 | | |
(1) Including: Securities on Loan, at Value: | | $ | 128 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $—@ of foreign Taxes Withheld) | | $ | 2 | | |
Income from Securities Loaned — Net | | | 1 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 3 | | |
Expenses: | |
Offering Costs | | | 68 | | |
Professional Fees | | | 40 | | |
Advisory Fees (Note B) | | | 8 | | |
Shareholder Reporting Fees | | | 5 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 2 | | |
Administration Fees (Note C) | | | 1 | | |
Pricing Fees | | | 1 | | |
Registration Fees | | | 1 | | |
Shareholder Services Fees — Class A (Note D) | | | — | @ | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Sub Transfer Agency Fees — Class A | | | — | @ | |
Other Expenses | | | 1 | | |
Total Expenses | | | 131 | | |
Expenses Reimbursed by Adviser (Note B) | | | (109 | ) | |
Waiver of Advisory Fees (Note B) | | | (8 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 10 | | |
Net Investment Loss | | | (7 | ) | |
Realized Loss: | |
Investments Sold | | | (126 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (1,042 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (1,168 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (1,175 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Period Ended December 31, 2021^ (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (7 | ) | | $ | (— | @) | |
Net Realized Gain (Loss) | | | (126 | ) | | | — | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,042 | ) | | | (46 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (1,175 | ) | | | (46 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 245 | | | | 2,808 | | |
Class A: | |
Subscribed | | | 5 | | | | 50 | | |
Redeemed | | | (— | @) | | | — | | |
Class C: | |
Subscribed | | | — | | | | 50 | | |
Class R6:* | |
Subscribed | | | — | | | | 50 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 250 | | | | 2,958 | | |
Total Increase (Decrease) in Net Assets | | | (925 | ) | | | 2,912 | | |
Net Assets: | |
Beginning of Period | | | 2,912 | | | | — | | |
End of Period | | $ | 1,987 | | | $ | 2,912 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 33 | | | | 281 | | |
Class A: | |
Shares Subscribed | | | 1 | | | | 5 | | |
Shares Redeemed | | | (— | @@) | | | — | | |
Net Increase in Class A Shares Outstanding | | | 1 | | | | 5 | | |
Class C: | |
Shares Subscribed | | | — | | | | 5 | | |
Class R6:* | |
Shares Subscribed | | | — | | | | 5 | | |
^ Commencement of Operations.
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Vitality Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period Ended December 31, 2021(1) | |
Net Asset Value, Beginning of Period | | $ | 9.85 | | | $ | 10.00 | | |
Loss from Investment Operations: | |
Net Investment Loss(2) | | | (0.02 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Loss | | | (3.80 | ) | | | (0.15 | ) | |
Total from Investment Operations | | | (3.82 | ) | | | (0.15 | ) | |
Net Asset Value, End of Period | | $ | 6.03 | | | $ | 9.85 | | |
Total Return | | | (39.70 | )%(4)(7) | | | (1.50 | )%(5)(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,893 | | | $ | 2,765 | | |
Ratio of Expenses Before Expense Limitation | | | 11.46 | %(8) | | | 595.07 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(6)(8) | | | 0.95 | %(8) | |
Ratio of Net Investment Loss | | | (0.64 | )%(6)(8) | | | (0.95 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | N/A | | |
Portfolio Turnover Rate | | | 15 | %(7) | | | 0 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) Calculated using the NAV for US GAAP financial reporting purposes.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Vitality Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period Ended December 31, 2021(1) | |
Net Asset Value, Beginning of Period | | $ | 9.85 | | | $ | 10.00 | | |
Loss from Investment Operations: | |
Net Investment Loss(2) | | | (0.04 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Loss | | | (3.79 | ) | | | (0.15 | ) | |
Total from Investment Operations | | | (3.83 | ) | | | (0.15 | ) | |
Net Asset Value, End of Period | | $ | 6.02 | | | $ | 9.85 | | |
Total Return | | | (39.80 | )%(4)(7) | | | (1.50 | )%(6)(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 34 | | | $ | 49 | | |
Ratio of Expenses Before Expense Limitation | | | 16.49 | %(8) | | | 598.74 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.29 | %(5)(8) | | | 1.30 | %(8) | |
Ratio of Net Investment Loss | | | (0.99 | )%(5)(8) | | | (1.30 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | N/A | | |
Portfolio Turnover Rate | | | 15 | %(7) | | | 0 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Calculated using the NAV for US GAAP financial reporting purposes. Does not reflect the deduction of sales charge.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Vitality Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period Ended December 31, 2021(1) | |
Net Asset Value, Beginning of Period | | $ | 9.85 | | | $ | 10.00 | | |
Loss from Investment Operations: | |
Net Investment Loss(2) | | | (0.06 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Loss | | | (3.79 | ) | | | (0.15 | ) | |
Total from Investment Operations | | | (3.85 | ) | | | (0.15 | ) | |
Net Asset Value, End of Period | | $ | 6.00 | | | $ | 9.85 | | |
Total Return | | | (40.00 | )%(4)(7) | | | (1.50 | )%(6)(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 30 | | | $ | 49 | | |
Ratio of Expenses Before Expense Limitation | | | 17.50 | %(8) | | | 599.49 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 2.04 | %(5)(8) | | | 2.05 | %(8) | |
Ratio of Net Investment Loss | | | (1.75 | )%(5)(8) | | | (2.05 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | N/A | | |
Portfolio Turnover Rate | | | 15 | %(7) | | | 0 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Calculated using the NAV for US GAAP financial reporting purposes. Does not reflect the deduction of sales charge.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Vitality Portfolio
| | Class R6(1) | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period Ended December 31, 2021(2) | |
Net Asset Value, Beginning of Period | | $ | 9.85 | | | $ | 10.00 | | |
Loss from Investment Operations: | |
Net Investment Loss(3) | | | (0.02 | ) | | | (0.00 | )(4) | |
Net Realized and Unrealized Loss | | | (3.80 | ) | | | (0.15 | ) | |
Total from Investment Operations | | | (3.82 | ) | | | (0.15 | ) | |
Net Asset Value, End of Period | | $ | 6.03 | | | $ | 9.85 | | |
Total Return | | | (39.70 | )%(5)(8) | | | (1.50 | )%(6)(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 30 | | | $ | 49 | | |
Ratio of Expenses Before Expense Limitation | | | 16.49 | %(9) | | | 598.49 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 0.89 | %(7)(9) | | | 0.90 | %(9) | |
Ratio of Net Investment Loss | | | (0.60 | )%(7)(9) | | | (0.90 | )%(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(9) | | | N/A | | |
Portfolio Turnover Rate | | | 15 | %(8) | | | 0 | %(8) | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) Calculated using the NAV for US GAAP financial reporting purposes.
(7) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Vitality Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An
unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; and (5) investments in mutual
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Biotechnology | | $ | 551 | | | $ | — | | | $ | — | | | $ | 551 | | |
Health Care Equipment & Supplies | | | 224 | | | | — | | | | — | | | | 224 | | |
Health Care Providers & Services | | | 215 | | | | — | | | | — | | | | 215 | | |
Health Care Technology | | | 178 | | | | — | | | | — | | | | 178 | | |
Internet & Direct Marketing Retail | | | 38 | | | | — | | | | — | | | | 38 | | |
Life Sciences Tools & Services | | | 435 | | | | — | | | | — | | | | 435 | | |
Pharmaceuticals | | | 240 | | | | — | | | | — | | | | 240 | | |
Total Common Stocks | | | 1,881 | | | | — | | | | — | | | | 1,881 | | |
Short-Term Investments | |
Investment Company | | | 206 | | | | — | | | | — | | | | 206 | | |
Repurchase Agreements | | | — | | | | 15 | | | | — | | | | 15 | | |
Total Short-Term Investments | | | 206 | | | | 15 | | | | — | | | | 221 | | |
Total Assets | | $ | 2,087 | | | $ | 15 | | | $ | — | | | $ | 2,102 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of
cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 128 | (a) | | $ | — | | | $ | (128 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $85,000, of which approximately $80,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2022, there was uninvested cash of approximately $5,000, which is not reflected in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $50,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.
(c) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2022:
Remaining Contractual Maturity of the Agreements | |
| | Overnight and Continuous (000) | | <30 days (000) | | Between 30 & 90 days (000) | | >90 days (000) | | Total (000) | |
Securities Lending Transactions | |
Common Stocks | | $ | 85 | | | $ | — | | | $ | — | | | $ | — | | | $ | 85 | | |
Total Borrowings | | $ | 85 | | | $ | — | | | $ | — | | | $ | — | | | $ | 85 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 85 | | |
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
5. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
6. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
7. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $500 million | | Over $500 million | |
0.75% | | 0.70% | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.00% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.95% for Class I shares, 1.30% for Class A shares, 2.05% for Class C shares and 0.90% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $8,000 of advisory fees were waived and approximately $113,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $458,000 and $334,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | — | | | $ | 3,520 | | | $ | 3,314 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 206 | | |
@ Amount is less than $500.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. The tax year ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. There were no distributions paid during fiscal year 2021.
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$—@ | | $(—@) | |
@ Amount is less than $500.
At December 31, 2021, the Fund had no distributable earnings on a tax basis.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The
Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 52.6%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
The Board considered the following factors at the time of approval of the contracts which occurred prior to commencement of operations.
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services to be provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services to be provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser and Administrator together are referred to as the "Adviser" and the advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers.
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who will provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services to be provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board considered that the Adviser plans to arrange for a public offering of shares of the Fund to raise assets for investment and that the offering had not yet begun and concluded that, since the Fund currently had no assets to invest (other than seed capital required under the Investment Company Act) and had no track record of performance, this was not a factor it needed to address at the present time.
The Board reviewed the advisory and administrative fee rates (the "management fee rates") proposed to be paid by the Fund under the Management Agreement relative to comparable funds advised by the Adviser, when applicable, and compared to their peers as determined by the Adviser, and reviewed the anticipated total expense ratio of the Fund. The Board considered that the Fund requires the Adviser to develop processes, invest in additional resources and incur additional risks to successfully manage the Fund and concluded that the proposed management fee rate and anticipated total expense ratio would be competitive with its peer group averages.
Economies of Scale
The Board considered the growth prospects of the Fund and the structure of the proposed management fee schedule, which includes breakpoints. The Board considered that the Fund's potential growth was uncertain and concluded that it would be premature to consider economies of scale as a factor in approving the Management Agreement at the present time.
Profitability of the Adviser and Affiliates
Since the Fund had not begun operations and had not paid any fees to the Adviser, the Board concluded that this was not a factor that needed to be considered at the present time.
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates to be derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. Since the Fund had not begun operations and had not paid any fees to the Adviser, the Board concluded that these benefits were not a factor that needed to be considered at the present time.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to enter into this relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its future shareholders to approve the Management Agreement, which will remain in effect for two years and thereafter must be approved annually by the Board of the Fund if it is to continue in effect. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
25
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIVITSAN
4881591 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Asia Opportunity Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 8 | | |
Consolidated Statements of Changes in Net Assets | | | 9 | | |
Consolidated Financial Highlights | | | 11 | | |
Notes to Consolidated Financial Statements | | | 15 | | |
Investment Advisory Agreement Approval | | | 26 | | |
Liquidity Risk Management Program | | | 28 | | |
U.S. Customer Privacy Notice | | | 29 | | |
Director and Officer Information | | | 32 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Asia Opportunity Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Expense Example
Asia Opportunity Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs, including redemption fees; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and redemption fees. Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Asia Opportunity Portfolio Class I | | $ | 1,000.00 | | | $ | 777.50 | | | $ | 1,019.34 | | | $ | 4.85 | | | $ | 5.51 | | | | 1.10 | % | |
Asia Opportunity Portfolio Class A | | | 1,000.00 | | | | 776.20 | | | | 1,017.75 | | | | 6.25 | | | | 7.10 | | | | 1.42 | | |
Asia Opportunity Portfolio Class C | | | 1,000.00 | | | | 773.30 | | | | 1,014.13 | | | | 9.45 | | | | 10.74 | | | | 2.15 | | |
Asia Opportunity Portfolio Class R6(1) | | | 1,000.00 | | | | 778.00 | | | | 1,019.59 | | | | 4.63 | | | | 5.26 | | | | 1.05 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments
Asia Opportunity Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.9%) | |
China (53.9%) | |
360 DigiTech, Inc. | | | 360,546 | | | $ | 6,237 | | |
Agora, Inc. ADR (a) | | | 83,389 | | | | 548 | | |
China East Education Holdings Ltd. (b) | | | 2,012,000 | | | | 1,069 | | |
China Resources Beer Holdings Co., Ltd. (b) | | | 922,300 | | | | 6,892 | | |
China Resources Mixc Lifestyle Services Ltd. (b) | | | 563,000 | | | | 2,797 | | |
Foshan Haitian Flavouring & Food Co., Ltd., Class A | | | 869,309 | | | | 11,766 | | |
Greentown Service Group Co. Ltd. (b) | | | 2,528,000 | | | | 2,861 | | |
Haidilao International Holding Ltd. (a)(b)(c) | | | 5,163,000 | | | | 12,089 | | |
HUYA, Inc. ADR (a) | | | 735,547 | | | | 2,854 | | |
Inner Mongolia Yili Industrial Group Co., Ltd., Class A | | | 852,286 | | | | 4,965 | | |
KE Holdings, Inc. ADR (a) | | | 846,575 | | | | 15,196 | | |
Kuaishou Technology (a)(b) | | | 1,209,000 | | | | 13,588 | | |
Kweichow Moutai Co., Ltd., Class A | | | 42,394 | | | | 12,966 | | |
Meituan, Class B (a)(b) | | | 796,800 | | | | 19,884 | | |
Shenzhou International Group Holdings Ltd. (b) | | | 557,000 | | | | 6,799 | | |
Tencent Holdings Ltd. (b) | | | 217,300 | | | | 9,836 | | |
Trip.com Group Ltd. ADR (a) | | | 520,481 | | | | 14,287 | | |
Tsingtao Brewery Co., Ltd. H Shares (b) | | | 564,000 | | | | 5,871 | | |
Weimob, Inc. (a)(b) | | | 4,959,000 | | | | 3,420 | | |
Yihai International Holding Ltd. (a)(b) | | | 518,000 | | | | 1,869 | | |
| | | 155,794 | | |
Hong Kong (3.3%) | |
AIA Group Ltd. (b) | | | 876,300 | | | | 9,575 | | |
India (20.5%) | |
HDFC Bank Ltd. | | | 1,437,460 | | | | 24,622 | | |
HDFC Bank Ltd. ADR | | | 9,296 | | | | 511 | | |
ICICI Bank Ltd. ADR | | | 1,080,435 | | | | 19,167 | | |
IndusInd Bank Ltd. | | | 881,632 | | | | 8,920 | | |
Shree Cement Ltd. | | | 19,516 | | | | 4,716 | | |
Zomato Ltd. (a) | | | 2,128,128 | | | | 1,460 | | |
| | | 59,396 | | |
Indonesia (1.1%) | |
Avia Avian Tbk PT | | | 56,842,600 | | | | 3,110 | | |
Korea, Republic of (5.7%) | |
KakaoBank Corp. (a)(c) | | | 282,197 | | | | 6,593 | | |
NAVER Corp. | | | 53,024 | | | | 9,890 | | |
| | | 16,483 | | |
Singapore (3.5%) | |
Grab Holdings Ltd., Class A (a) | | | 2,388,834 | | | | 6,044 | | |
Sea Ltd. ADR (a) | | | 59,947 | | | | 4,008 | | |
| | | 10,052 | | |
Taiwan (6.2%) | |
Nien Made Enterprise Co., Ltd. | | | 471,000 | | | | 4,649 | | |
Silergy Corp. | | | 53,000 | | | | 4,285 | | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 556,000 | | | | 8,911 | | |
| | | 17,845 | | |
United States (3.7%) | |
Coupang, Inc. (a) | | | 843,758 | | | | 10,758 | | |
Total Common Stocks (Cost $295,454) | | | 283,013 | | |
| | Shares | | Value (000) | |
Investment Company (0.5%) | |
United States (0.5%) | |
Grayscale Bitcoin Trust (a) (Cost $5,760) | | | 125,562 | | | $ | 1,514 | | |
Short-Term Investments (1.2%) | |
Securities held as Collateral on Loaned Securities (0.0%) (d) | |
Investment Company (0.0%) (d) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 6,703 | | | | 7 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.0%) (d) | |
HSBC Securities USA, Inc., (1.50%, dated 6/30/22, due 7/1/22; proceeds $—@; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 2/15/23 - 5/15/32; valued at $—@) | | $ | — | @ | | | — | @ | |
Merrill Lynch & Co., Inc., (1.46%, dated 6/30/22, due 7/1/22; proceeds $1; fully collateralized by a U.S. Government obligation; 1.63% due 5/15/31; valued at $1) | | | 1 | | | | 1 | | |
| | | 1 | | |
Total Securities held as Collateral on Loaned Securities (Cost $8) | | | 8 | | |
| | Shares | | | |
Investment Company (1.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $3,561) | | | 3,561,091 | | | | 3,561 | | |
Total Short-Term Investments (Cost $3,569) | | | 3,569 | | |
Total Investments Excluding Purchased Options (99.6%) (Cost $304,783) | | | 288,096 | | |
Total Purchased Options Outstanding (0.0%) (d) (Cost $2,494) | | | 6 | | |
Total Investments (99.6%) (Cost $307,277) Including $17,028 of Securities Loaned (e)(f)(g) | | | 288,102 | | |
Other Assets in Excess of Liabilities (0.4%) | | | 1,168 | | |
Net Assets (100.0%) | | $ | 289,270 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) Security trades on the Hong Kong exchange.
(c) All or a portion of this security was on loan at June 30, 2022.
(d) Amount is less than 0.05%.
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Asia Opportunity Portfolio
(e) The approximate fair value and percentage of net assets, $203,403,000 and 70.3%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Consolidated Financial Statements.
(f) Securities are available for collateral in connection with purchased options.
(g) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $61,763,000 and the aggregate gross unrealized depreciation is approximately $80,938,000, resulting in net unrealized depreciation of approximately $19,175,000.
@ Value/Face Amount is less than $500.
ADR American Depositary Receipt.
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2022:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.38 | | | Jul-22 | | | 158,917,590 | | | | 158,918 | | | $ | 1 | | | $ | 843 | | | $ | (842 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.31 | | | Aug-22 | | | 243,088,167 | | | | 243,088 | | | | 5 | | | | 1,651 | | | | (1,646 | ) | |
| | | | | | | | | | | | $ | 6 | | | $ | 2,494 | | | $ | (2,488 | ) | |
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 25.7 | % | |
Banks | | | 20.8 | | |
Interactive Media & Services | | | 11.6 | | |
Internet & Direct Marketing Retail | | | 11.1 | | |
Hotels, Restaurants & Leisure | | | 9.2 | | |
Beverages | | | 8.9 | | |
Food Products | | | 6.5 | | |
Real Estate Management & Development | | | 6.2 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2022.
** Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Asia Opportunity Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $303,709) | | $ | 284,534 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $3,568) | | | 3,568 | | |
Total Investments in Securities, at Value (Cost $307,277) | | | 288,102 | | |
Foreign Currency, at Value (Cost $2,037) | | | 2,023 | | |
Cash from Securities Lending | | | 1 | | |
Dividends Receivable | | | 496 | | |
Receivable for Fund Shares Sold | | | 302 | | |
Receivable from Securities Lending Income | | | 53 | | |
Receivable from Affiliate | | | 4 | | |
Interest Receivable | | | — | @ | |
Other Assets | | | 90 | | |
Total Assets | | | 291,071 | | |
Liabilities: | |
Payable for Investments Purchased | | | 779 | | |
Payable for Advisory Fees | | | 525 | | |
Payable for Fund Shares Redeemed | | | 255 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 73 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 16 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 4 | | |
Payable for Custodian Fees | | | 51 | | |
Due to Broker | | | 20 | | |
Payable for Shareholder Services Fees — Class A | | | 8 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 11 | | |
Payable for Administration Fees | | | 19 | | |
Collateral on Securities Loaned, at Value | | | 9 | | |
Payable for Professional Fees | | | 7 | | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Other Liabilities | | | 21 | | |
Total Liabilities | | | 1,801 | | |
Net Assets | | $ | 289,270 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 405,614 | | |
Total Accumulated Loss | | | (116,344 | ) | |
Net Assets | | $ | 289,270 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Asia Opportunity Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 222,979 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 11,474,843 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 19.43 | | |
CLASS A: | |
Net Assets | | $ | 41,066 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,152,462 | | |
Net Asset Value, Redemption Price Per Share | | $ | 19.08 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.06 | | |
Maximum Offering Price Per Share | | $ | 20.14 | | |
CLASS C: | |
Net Assets | | $ | 14,788 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 806,987 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 18.32 | | |
CLASS R6:* | |
Net Assets | | $ | 10,437 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 535,808 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 19.48 | | |
(1) Including: Securities on Loan, at Value: | | $ | 17,028 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Asia Opportunity Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $135 of Foreign Taxes Withheld) | | $ | 1,772 | | |
Income from Securities Loaned — Net | | | 324 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 8 | | |
Total Investment Income | | | 2,104 | | |
Expenses: | |
Advisory Fees (Note B) | | | 1,366 | | |
Sub Transfer Agency Fees — Class I | | | 125 | | |
Sub Transfer Agency Fees — Class A | | | 30 | | |
Sub Transfer Agency Fees — Class C | | | 6 | | |
Shareholder Services Fees — Class A (Note D) | | | 66 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 74 | | |
Administration Fees (Note C) | | | 137 | | |
Custodian Fees (Note F) | | | 133 | | |
Professional Fees | | | 95 | | |
Registration Fees | | | 43 | | |
Shareholder Reporting Fees | | | 23 | | |
Transfer Agency Fees — Class I (Note E) | | | 3 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 5 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 11 | | |
Total Expenses | | | 2,122 | | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (62 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Waiver of Advisory Fees (Note B) | | | (21 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (4 | ) | |
Net Expenses | | | 2,034 | | |
Net Investment Income | | | 70 | | |
Realized Loss: | |
Investments Sold (Net of $50 of Capital Gain Country Tax) | | | (6,221 | ) | |
Foreign Currency Translation | | | (65 | ) | |
Net Realized Loss | | | (6,286 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $168) | | | (89,786 | ) | |
Foreign Currency Translation | | | (19 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (89,805 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (96,091 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (96,021 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Asia Opportunity Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 70 | | | $ | (3,174 | ) | |
Net Realized Loss | | | (6,286 | ) | | | (84,263 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (89,805 | ) | | | (85,471 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (96,021 | ) | | | (172,908 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (3,033 | ) | |
Class A | | | — | | | | (709 | ) | |
Class C | | | — | | | | (186 | ) | |
Class R6* | | | — | | | | (210 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (4,138 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 67,015 | | | | 367,015 | | |
Distributions Reinvested | | | — | | | | 3,020 | | |
Redeemed | | | (90,897 | ) | | | (283,269 | ) | |
Class A: | |
Subscribed | | | 5,652 | | | | 65,503 | | |
Distributions Reinvested | | | — | | | | 696 | | |
Redeemed | | | (26,761 | ) | | | (60,585 | ) | |
Class C: | |
Subscribed | | | 3,186 | | | | 16,831 | | |
Distributions Reinvested | | | — | | | | 186 | | |
Redeemed | | | (3,301 | ) | | | (9,677 | ) | |
Class R6:* | |
Subscribed | | | 17 | | | | 31,113 | | |
Distributions Reinvested | | | — | | | | 210 | | |
Redeemed | | | (2 | ) | | | (34,706 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (45,091 | ) | | | 96,337 | | |
Redemption Fees | | | 5 | | | | 20 | | |
Total Decrease in Net Assets | | | (141,107 | ) | | | (80,689 | ) | |
Net Assets: | |
Beginning of Period | | | 430,377 | | | | 511,066 | | |
End of Period | | $ | 289,270 | | | $ | 430,377 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Asia Opportunity Portfolio
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 3,084 | | | | 11,559 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 122 | | |
Shares Redeemed | | | (4,436 | ) | | | (10,415 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (1,352 | ) | | | 1,266 | | |
Class A: | |
Shares Subscribed | | | 260 | | | | 2,014 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 29 | | |
Shares Redeemed | | | (1,261 | ) | | | (2,040 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (1,001 | ) | | | 3 | | |
Class C: | |
Shares Subscribed | | | 178 | | | | 527 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 8 | | |
Shares Redeemed | | | (171 | ) | | | (362 | ) | |
Net Increase in Class C Shares Outstanding | | | 7 | | | | 173 | | |
Class R6:* | |
Shares Subscribed | | | 1 | | | | 958 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 8 | | |
Shares Redeemed | | | (— | @@) | | | (1,272 | ) | |
Net Increase in Class R6 Shares Outstanding | | | 1 | | | | (306 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Asia Opportunity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 24.99 | | | $ | 31.72 | | | $ | 21.02 | | | $ | 14.53 | | | $ | 16.92 | | | $ | 9.68 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.01 | | | | (0.12 | ) | | | (0.12 | ) | | | 0.02 | | | | 0.01 | | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (5.57 | ) | | | (6.39 | ) | | | 11.16 | | | | 6.47 | | | | (2.30 | ) | | | 7.47 | | |
Total from Investment Operations | | | (5.56 | ) | | | (6.51 | ) | | | 11.04 | | | | 6.49 | | | | (2.29 | ) | | | 7.43 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.22 | ) | | | (0.34 | ) | | | — | | | | (0.10 | ) | | | (0.19 | ) | |
Total Distributions | | | — | | | | (0.22 | ) | | | (0.34 | ) | | | (0.01 | ) | | | (0.10 | ) | | | (0.19 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.01 | | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 19.43 | | | $ | 24.99 | | | $ | 31.72 | | | $ | 21.02 | | | $ | 14.53 | | | $ | 16.92 | | |
Total Return(4) | | | (22.25 | )%(7) | | | (20.52 | )% | | | 52.53 | % | | | 44.74 | % | | | (13.65 | )% | | | 76.82 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 222,979 | | | $ | 320,534 | | | $ | 366,758 | | | $ | 83,805 | | | $ | 25,479 | | | $ | 15,913 | | |
Ratio of Expenses Before Expense Limitation | | | 1.16 | %(8) | | | 1.05 | % | | | N/A | | | | 1.28 | % | | | 1.67 | % | | | 3.10 | % | |
Ratio of Expenses After Expense Limitation | | | 1.10 | %(5)(8) | | | 1.05 | %(5) | | | 1.06 | %(5) | | | 1.08 | %(5) | | | 1.09 | %(5) | | | 1.06 | %(5) | |
Ratio of Net Investment Income (Loss) | | | 0.14 | %(5)(8) | | | (0.41 | )%(5) | | | (0.48 | )%(5) | | | 0.11 | %(5) | | | 0.04 | %(5) | | | (0.27 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 10 | %(7) | | | 65 | % | | | 44 | % | | | 27 | % | | | 63 | % | | | 50 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Asia Opportunity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 24.58 | | | $ | 31.29 | | | $ | 20.79 | | | $ | 14.42 | | | $ | 16.84 | | | $ | 9.67 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.02 | ) | | | (0.20 | ) | | | (0.19 | ) | | | (0.06 | ) | | | (0.04 | ) | | | (0.10 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (5.48 | ) | | | (6.29 | ) | | | 11.03 | | | | 6.42 | | | | (2.28 | ) | | | 7.46 | | |
Total from Investment Operations | | | (5.50 | ) | | | (6.49 | ) | | | 10.84 | | | | 6.36 | | | | (2.32 | ) | | | 7.36 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.22 | ) | | | (0.34 | ) | | | — | | | | (0.10 | ) | | | (0.19 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.01 | | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 19.08 | | | $ | 24.58 | | | $ | 31.29 | | | $ | 20.79 | | | $ | 14.42 | | | $ | 16.84 | | |
Total Return(4) | | | (22.38 | )%(7) | | | (20.74 | )% | | | 52.15 | % | | | 44.17 | % | | | (13.89 | )% | | | 76.17 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 41,066 | | | $ | 77,496 | | | $ | 98,559 | | | $ | 45,111 | | | $ | 6,930 | | | $ | 2,873 | | |
Ratio of Expenses Before Expense Limitation | | | 1.43 | %(8) | | | 1.32 | % | | | N/A | | | | 1.56 | % | | | 2.05 | % | | | 3.50 | % | |
Ratio of Expenses After Expense Limitation | | | 1.42 | %(5)(8) | | | 1.32 | %(5) | | | 1.34 | %(5) | | | 1.37 | %(5) | | | 1.44 | %(5) | | | 1.44 | %(5) | |
Ratio of Net Investment Loss | | | (0.22 | )%(5)(8) | | | (0.69 | )%(5) | | | (0.76 | )%(5) | | | (0.33 | )%(5) | | | (0.22 | )%(5) | | | (0.69 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 10 | %(7) | | | 65 | % | | | 44 | % | | | 27 | % | | | 63 | % | | | 50 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Asia Opportunity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 23.69 | | | $ | 30.39 | | | $ | 20.35 | | | $ | 14.21 | | | $ | 16.73 | | | $ | 9.68 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.09 | ) | | | (0.41 | ) | | | (0.36 | ) | | | (0.17 | ) | | | (0.15 | ) | | | (0.22 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (5.28 | ) | | | (6.07 | ) | | | 10.74 | | | | 6.30 | | | | (2.27 | ) | | | 7.46 | | |
Total from Investment Operations | | | (5.37 | ) | | | (6.48 | ) | | | 10.38 | | | | 6.13 | | | | (2.42 | ) | | | 7.24 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.22 | ) | | | (0.34 | ) | | | — | | | | (0.10 | ) | | | (0.19 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.01 | | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 18.32 | | | $ | 23.69 | | | $ | 30.39 | | | $ | 20.35 | | | $ | 14.21 | | | $ | 16.73 | | |
Total Return(4) | | | (22.67 | )%(7) | | | (21.32 | )% | | | 51.02 | % | | | 43.21 | % | | | (14.58 | )% | | | 74.85 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 14,788 | | | $ | 18,947 | | | $ | 19,042 | | | $ | 8,445 | | | $ | 2,582 | | | $ | 431 | | |
Ratio of Expenses Before Expense Limitation | | | 2.16 | %(8) | | | 2.05 | % | | | N/A | | | | 2.33 | % | | | 2.80 | % | | | 5.26 | % | |
Ratio of Expenses After Expense Limitation | | | 2.15 | %(5)(8) | | | 2.05 | %(5) | | | 2.08 | %(5) | | | 2.14 | %(5) | | | 2.19 | %(5) | | | 2.19 | %(5) | |
Ratio of Net Investment Loss | | | (0.88 | )%(5)(8) | | | (1.41 | )%(5) | | | (1.49 | )%(5) | | | (0.95 | )%(5) | | | (0.92 | )%(5) | | | (1.51 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 10 | %(7) | | | 65 | % | | | 44 | % | | | 27 | % | | | 63 | % | | | 50 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Asia Opportunity Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(2) | | 2019(2) | | 2018(2) | | 2017(2) | |
Net Asset Value, Beginning of Period | | $ | 25.04 | | | $ | 31.76 | | | $ | 21.04 | | | $ | 14.54 | | | $ | 16.92 | | | $ | 9.68 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.02 | | | | (0.09 | ) | | | (0.09 | ) | | | 0.03 | | | | 0.01 | | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (5.58 | ) | | | (6.41 | ) | | | 11.15 | | | | 6.48 | | | | (2.29 | ) | | | 7.45 | | |
Total from Investment Operations | | | (5.56 | ) | | | (6.50 | ) | | | 11.06 | | | | 6.51 | | | | (2.28 | ) | | | 7.43 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.02 | ) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.22 | ) | | | (0.34 | ) | | | — | | | | (0.10 | ) | | | (0.19 | ) | |
Total Distributions | | | — | | | | (0.22 | ) | | | (0.34 | ) | | | (0.02 | ) | | | (0.10 | ) | | | (0.19 | ) | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.01 | | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 19.48 | | | $ | 25.04 | | | $ | 31.76 | | | $ | 21.04 | | | $ | 14.54 | | | $ | 16.92 | | |
Total Return(5) | | | (22.20 | )%(8) | | | (20.46 | )% | | | 52.58 | % | | | 44.82 | % | | | (13.59 | )% | | | 76.82 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 10,437 | | | $ | 13,400 | | | $ | 26,707 | | | $ | 21 | | | $ | 15 | | | $ | 17 | | |
Ratio of Expenses Before Expense Limitation | | | 1.08 | %(9) | | | 0.98 | % | | | 1.03 | % | | | 11.85 | % | | �� | 13.31 | % | | | 17.65 | % | |
Ratio of Expenses After Expense Limitation | | | 1.05 | %(6)(9) | | | 0.98 | %(6) | | | 1.01 | %(6) | | | 1.03 | %(6) | | | 1.04 | %(6) | | | 1.04 | %(6) | |
Ratio of Net Investment Income (Loss) | | | 0.23 | %(6)(9) | | | (0.31 | )%(6) | | | (0.32 | )%(6) | | | 0.19 | %(6) | | | 0.05 | %(6) | | | (0.18 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 10 | %(8) | | | 65 | % | | | 44 | % | | | 27 | % | | | 63 | % | | | 50 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Asia Opportunity Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Asia Opportunity Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2022, the Subsidiary represented approximately $1,941,000 or approximately 0.67% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no
more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by
the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Banks | | $ | 19,678 | | | $ | 40,135 | | | $ | — | | | $ | 59,813 | | |
Beverages | | | — | | | | 25,729 | | | | — | | | | 25,729 | | |
Chemicals | | | — | | | | 3,110 | | | | — | | | | 3,110 | | |
Commercial Services & Supplies | | | — | | | | 2,861 | | | | — | | | | 2,861 | | |
Construction Materials | | | — | | | | 4,716 | | | | — | | | | 4,716 | | |
Consumer Finance | | | 6,237 | | | | — | | | | — | | | | 6,237 | | |
Diversified Consumer Services | | | — | | | | 1,069 | | | | — | | | | 1,069 | | |
Entertainment | | | 6,862 | | | | — | | | | — | | | | 6,862 | | |
Food Products | | | — | | | | 18,600 | | | | — | | | | 18,600 | | |
Hotels, Restaurants & Leisure | | | 14,287 | | | | 12,089 | | | | — | | | | 26,376 | | |
Household Durables | | | — | | | | 4,649 | | | | — | | | | 4,649 | | |
Insurance | | | — | | | | 9,575 | | | | — | | | | 9,575 | | |
Interactive Media & Services | | | — | | | | 33,314 | | | | — | | | | 33,314 | | |
Internet & Direct Marketing Retail | | | 10,758 | | | | 21,344 | | | | — | | | | 32,102 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Real Estate Management & Development | | $ | 15,196 | | | $ | 2,797 | | | $ | — | | | $ | 17,993 | | |
Road & Rail | | | 6,044 | | | | — | | | | — | | | | 6,044 | | |
Semiconductors & Semiconductor Equipment | | | — | | | | 13,196 | | | | — | | | | 13,196 | | |
Software | | | 548 | | | | 3,420 | | | | — | | | | 3,968 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 6,799 | | | | — | | | | 6,799 | | |
Total Common Stocks | | | 79,610 | | | | 203,403 | | | | — | | | | 283,013 | | |
Investment Company | | | 1,514 | | | | — | | | | — | | | | 1,514 | | |
Call Options Purchased | | | — | | | | 6 | | | | — | | | | 6 | | |
Short-Term Investments | |
Investment Company | | | 3,568 | | | | — | | | | — | | | | 3,568 | | |
Repurchase Agreements | | | — | | | | 1 | | | | — | | | | 1 | | |
Total Short-Term Investments | | | 3,568 | | | | 1 | | | | — | | | | 3,569 | | |
Total Assets | | $ | 84,692 | | | $ | 203,410 | | | $ | — | | | $ | 288,102 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange
rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures
contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 6 | (a) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following table sets forth by primary risk exposure the Fund's change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (497 | )(b) | |
(b) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets(c) (000) | | Liabilities(c) (000) | |
Purchased Options | | $ | 6 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(c) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(d) (000) | | Net Amount (not less than $0) (000) | |
JP Morgan Chase Bank NA | | $ | 6 | | | $ | — | | | $ | (6 | ) | | $ | 0 | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 402,006,000 | | |
6. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 17,028 | (e) | | $ | — | | | $ | (17,028 | )(f)(g) | | $ | 0 | | |
(e) Represents market value of loaned securities at period end.
(f) The Fund received cash collateral of approximately $9,000, of which approximately $8,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments. As of June 30, 2022, there was uninvested cash of approximately $1,000, which is not reflected in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $18,289,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Consolidated Portfolio of Investments.
(g) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2022:
Remaining Contractual Maturity of the Agreements | |
| | Overnight and Continuous (000) | | <30 days (000) | | Between 30 & 90 days (000) | | >90 days (000) | | Total (000) | |
Securities Lending Transactions | |
Common Stocks | | $ | 9 | | | $ | — | | | $ | — | | | $ | — | | | $ | 9 | | |
Total Borrowings | | $ | 9 | | | $ | — | | | $ | — | | | $ | — | | | $ | 9 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 9 | | |
7. Redemption Fees: The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class C shares
and Class R6 shares, which is paid directly to the Fund, for shares redeemed or exchanged within thirty days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading. These fees, if any, are included in the Consolidated Statements of Changes in Net Assets.
8. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
9. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
10. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $750 million | | Next $750 million | | Over $1.5 billion | |
| 0.80 | % | | | 0.75 | % | | | 0.70 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.79% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.10% for Class I shares, 1.45% for Class A shares, 2.20% for Class C shares and 1.05% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $21,000 of advisory fees were waived and approximately $63,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the
Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $35,377,000 and $72,006,000,
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $4,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 13,737 | | | $ | 61,043 | | | $ | 71,212 | | | $ | 8 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 3,568 | | |
During the six months ended June 30, 2022, the Fund incurred approximately $1,000 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator, Sub-Adviser and Distributor, for portfolio transactions executed on behalf of the Fund.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more
of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | 4,138 | | | $ | 3,766 | | | $ | 1,410 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 4,862 | | | $ | (4,862 | ) | |
At December 31, 2021, the Fund had no distributable earnings on a tax basis.
At December 31, 2021, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $70,320,000 and $1,654,000, respectively, that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2021, the Fund intends to defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$ | 80 | | | $ | — | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 58.1%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser, Sub-Adviser and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one-year period but better than its peer group average for the three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and its total expense ratio were higher than but close to its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee, and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
32
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIASOPPSAN
4877698 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
China Equity Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 6 | | |
Statements of Changes in Net Assets | | | 7 | | |
Financial Highlights | | | 8 | | |
Notes to Financial Statements | | | 12 | | |
Investment Advisory Agreement Approval | | | 19 | | |
Liquidity Risk Management Program | | | 21 | | |
U.S. Customer Privacy Notice | | | 22 | | |
Director and Officer Information | | | 25 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in China Equity Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
China Equity Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs, including redemption fees; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and redemption fees. Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
China Equity Portfolio Class I | | $ | 1,000.00 | | | $ | 827.90 | | | $ | 1,019.04 | | | $ | 5.26 | | | $ | 5.81 | | | | 1.16 | % | |
China Equity Portfolio Class A | | | 1,000.00 | | | | 826.90 | | | | 1,017.16 | | | | 6.98 | | | | 7.70 | | | | 1.54 | | |
China Equity Portfolio Class C | | | 1,000.00 | | | | 823.40 | | | | 1,013.44 | | | | 10.35 | | | | 11.43 | | | | 2.29 | | |
China Equity Portfolio Class R6(1) | | | 1,000.00 | | | | 827.90 | | | | 1,019.14 | | | | 5.17 | | | | 5.71 | | | | 1.14 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
China Equity Portfolio
| | Shares | | Value (000) | |
Common Stocks (87.7%) | |
Banks (4.4%) | |
China Merchants Bank Co., Ltd. H Shares (a) | | | 61,000 | | | $ | 412 | | |
Beverages (10.9%) | |
China Resources Beer Holdings Co., Ltd. (a) | | | 46,000 | | | | 344 | | |
Kweichow Moutai Co., Ltd., Class A | | | 1,900 | | | | 581 | | |
Nongfu Spring Co. Ltd. (a) | | | 17,600 | | | | 102 | | |
| | | 1,027 | | |
Biotechnology (0.4%) | |
Innovent Biologics, Inc. (a)(b) | | | 9,000 | | | | 40 | | |
Electrical Equipment (2.1%) | |
NARI Technology Co. Ltd., Class A | | | 48,840 | | | | 198 | | |
Entertainment (3.2%) | |
Bilibili, Inc., Class Z (b) | | | 3,100 | | | | 79 | | |
Mango Excellent Media Co. Ltd., Class A | | | 44,100 | | | | 221 | | |
| | | 300 | | |
Food Products (6.7%) | |
China Mengniu Dairy Co., Ltd. (a) | | | 43,000 | | | | 215 | | |
Fu Jian Anjoy Foods Co. Ltd., Class A | | | 9,900 | | | | 249 | | |
Toly Bread Co. Ltd., Class A | | | 69,440 | | | | 172 | | |
| | | 636 | | |
Health Care Equipment & Supplies (1.9%) | |
Shenzhen Mindray Bio-Medical Electronics Co. Ltd., Class A | | | 3,900 | | | | 183 | | |
Household Durables (2.5%) | |
Midea Group Co. Ltd., Class A | | | 26,300 | | | | 238 | | |
Interactive Media & Services (15.0%) | |
Tencent Holdings Ltd. (a) | | | 31,200 | | | | 1,412 | | |
Internet & Direct Marketing Retail (16.3%) | |
Alibaba Group Holding Ltd. (a)(b) | | | 30,028 | | | | 429 | | |
JD.com, Inc., Class A | | | 1,652 | | | | 53 | | |
Meituan, Class B (a)(b) | | | 29,900 | | | | 746 | | |
Pinduoduo, Inc. ADR (b) | | | 4,997 | | | | 309 | | |
| | | 1,537 | | |
Life Sciences Tools & Services (3.7%) | |
WuXi AppTec Co. Ltd. | | | 3,100 | | | | 42 | | |
Wuxi Biologics Cayman, Inc. (a)(b) | | | 33,500 | | | | 310 | | |
| | | 352 | | |
Machinery (2.7%) | |
Jiangsu Hengli Hydraulic Co. Ltd., Class A | | | 18,200 | | | | 168 | | |
Yijiahe Technology Co. Ltd. | | | 8,900 | | | | 91 | | |
| | | 259 | | |
Personal Products (2.6%) | |
Proya Cosmetics Co. Ltd., Class A | | | 10,040 | | | | 248 | | |
Real Estate Management & Development (1.8%) | |
KE Holdings, Inc. ADR (b) | | | 9,305 | | | | 167 | | |
Semiconductors & Semiconductor Equipment (1.7%) | |
LONGi Green Energy Technology Co. Ltd., Class A | | | 16,520 | | | | 165 | | |
| | Shares | | Value (000) | |
Specialty Retail (4.9%) | |
China Tourism Group Duty Free Corp. Ltd., Class A | | | 8,000 | | | $ | 279 | | |
Pop Mart International Group Ltd. | | | 37,800 | | | | 183 | | |
| | | 462 | | |
Textiles, Apparel & Luxury Goods (6.9%) | |
Anta Sports Products Ltd. (a) | | | 15,200 | | | | 187 | | |
Li Ning Co., Ltd. (a) | | | 28,000 | | | | 261 | | |
Shenzhou International Group Holdings Ltd. (a) | | | 16,500 | | | | 201 | | |
| | | 649 | | |
Total Common Stocks (Cost $9,272) | | | 8,285 | | |
| | No. of Warrants | | | |
Warrant (1.1%) | |
Capital Markets (1.1%) | |
UBS AG London, expires 10/12/22 (Cost $83) | | | 5,646 | | | | 101 | | |
| | Shares | | | |
Short-Term Investment (10.8%) | |
Investment Company (10.8%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $1,019) | | | 1,019,337 | | | | 1,019 | | |
Total Investments (99.6%) (Cost $10,374) (c)(d) | | | 9,405 | | |
Other Assets in Excess of Liabilities (0.4%) | | | 41 | | |
Net Assets (100.0%) | | $ | 9,446 | | |
(a) Security trades on the Hong Kong exchange.
(b) Non-income producing security.
(c) The approximate fair value and percentage of net assets, $7,809,000 and 82.7%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.
(d) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $837,000 and the aggregate gross unrealized depreciation is approximately $1,806,000, resulting in net unrealized depreciation of approximately $969,000.
ADR American Depositary Receipt.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Others* | | | 33.2 | % | |
Internet & Direct Marketing Retail | | | 16.3 | | |
Interactive Media & Services | | | 15.0 | | |
Beverages | | | 10.9 | | |
Short-Term Investments | | | 10.9 | | |
Textiles, Apparel & Luxury Goods | | | 6.9 | | |
Food Products | | | 6.8 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $9,355) | | $ | 8,386 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $1,019) | | | 1,019 | | |
Total Investments in Securities, at Value (Cost $10,374) | | | 9,405 | | |
Foreign Currency, at Value (Cost $8) | | | 8 | | |
Due from Adviser | | | 43 | | |
Dividends Receivable | | | 3 | | |
Receivable from Affiliate | | | 1 | | |
Other Assets | | | 44 | | |
Total Assets | | | 9,504 | | |
Liabilities: | |
Payable for Professional Fees | | | 36 | | |
Payable for Custodian Fees | | | 5 | | |
Payable for Administration Fees | | | 1 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class I | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class A | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 16 | | |
Total Liabilities | | | 58 | | |
Net Assets | | $ | 9,446 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 11,114 | | |
Total Accumulated Loss | | | (1,668 | ) | |
Net Assets | | $ | 9,446 | | |
CLASS I: | |
Net Assets | | $ | 9,271 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,073,689 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.63 | | |
CLASS A: | |
Net Assets | | $ | 14 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,590 | | |
Net Asset Value, Redemption Price Per Share | | $ | 8.58 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.48 | | |
Maximum Offering Price Per Share | | $ | 9.06 | | |
CLASS C: | |
Net Assets | | $ | 152 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 18,094 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.42 | | |
CLASS R6:* | |
Net Assets | | $ | 9 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,049 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.64 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $3 of Foreign Taxes Withheld) | | $ | 103 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 2 | | |
Total Investment Income | | | 105 | | |
Expenses: | |
Professional Fees | | | 68 | | |
Advisory Fees (Note B) | | | 38 | | |
Registration Fees | | | 23 | | |
Custodian Fees (Note F) | | | 8 | | |
Shareholder Reporting Fees | | | 8 | | |
Administration Fees (Note C) | | | 4 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Shareholder Services Fees — Class A (Note D) | | | — | @ | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 1 | | |
Sub Transfer Agency Fees — Class I | | | — | @ | |
Sub Transfer Agency Fees — Class A | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Other Expenses | | | 8 | | |
Total Expenses | | | 165 | | |
Expenses Reimbursed by Adviser (Note B) | | | (68 | ) | |
Waiver of Advisory Fees (Note B) | | | (38 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 56 | | |
Net Investment Income | | | 49 | | |
Realized Loss: | |
Investments Sold | | | (749 | ) | |
Foreign Currency Translation | | | (2 | ) | |
Net Realized Loss | | | (751 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (1,266 | ) | |
Foreign Currency Translation | | | — | @ | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,266 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (2,017 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (1,968 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 49 | | | $ | (61 | ) | |
Net Realized Gain (Loss) | | | (751 | ) | | | 612 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,266 | ) | | | (3,685 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (1,968 | ) | | | (3,134 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (382 | ) | |
Class A | | | — | | | | (12 | ) | |
Class C | | | — | | | | (7 | ) | |
Class R6* | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (401 | ) | |
Capital Share Transactions: (1) | |
Class I: | |
Subscribed | | | 100 | | | | 408 | | |
Distributions Reinvested | | | — | | | | 382 | | |
Redeemed | | | (175 | ) | | | (33 | ) | |
Class A: | |
Subscribed | | | 5 | | | | 639 | | |
Distributions Reinvested | | | — | | | | 12 | | |
Redeemed | | | (592 | ) | | | (— | @) | |
Class C: | |
Subscribed | | | — | | | | 150 | | |
Distributions Reinvested | | | — | | | | 7 | | |
Redeemed | | | — | | | | (4 | ) | |
Class R6:* | |
Distributions Reinvested | | | — | | | | —- | @ | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (662 | ) | | | 1,561 | | |
Total Decrease in Net Assets | | | (2,630 | ) | | | (1,974 | ) | |
Net Assets: | |
Beginning of Period | | | 12,076 | | | | 14,050 | | |
End of Period | | $ | 9,446 | | | $ | 12,076 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 10 | | | | 36 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 37 | | |
Shares Redeemed | | | (17 | ) | | | (3 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (7 | ) | | | 70 | | |
Class A: | |
Shares Subscribed | | | 1 | | | | 61 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (62 | ) | | | (— | @@) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (61 | ) | | | 62 | | |
Class C: | |
Shares Subscribed | | | — | | | | 13 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | — | | | | (— | @@) | |
Net Increase in Class C Shares Outstanding | | | — | | | | 14 | | |
Class R6:* | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
China Equity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from October 31, 2019(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 10.40 | | | $ | 13.83 | | | $ | 10.88 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.04 | | | | (0.06 | ) | | | (0.01 | ) | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (1.81 | ) | | | (3.00 | ) | | | 3.14 | | | | 0.90 | | |
Total from Investment Operations | | | (1.77 | ) | | | (3.06 | ) | | | 3.13 | | | | 0.88 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.22 | ) | | | (0.18 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.15 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.37 | ) | | | (0.18 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 8.63 | | | $ | 10.40 | | | $ | 13.83 | | | $ | 10.88 | | |
Total Return(3) | | | (17.21 | )%(6) | | | (22.14 | )% | | | 28.80 | % | | | 8.80 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 9,271 | | | $ | 11,230 | | | $ | 13,970 | | | $ | 10,846 | | |
Ratio of Expenses Before Expense Limitation | | | 3.41 | %(7) | | | 2.85 | % | | | 3.20 | % | | | 5.72 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 1.16 | %(4)(7) | | | 1.16 | %(4) | | | 1.16 | %(4) | | | 1.15 | %(4)(7) | |
Ratio of Net Investment Income (Loss) | | | 1.03 | %(4)(7) | | | (0.44 | )%(4) | | | (0.11 | )%(4) | | | (0.98 | )%(4)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 8 | %(6) | | | 73 | % | | | 25 | % | | | 0 | %(6) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
China Equity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from October 31, 2019(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 10.34 | | | $ | 13.81 | | | $ | 10.87 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.13 | | | | (0.13 | ) | | | (0.06 | ) | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (1.89 | ) | | | (2.97 | ) | | | 3.13 | | | | 0.89 | | |
Total from Investment Operations | | | (1.76 | ) | | | (3.10 | ) | | | 3.07 | | | | 0.87 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.22 | ) | | | (0.13 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.15 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.37 | ) | | | (0.13 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 8.58 | | | $ | 10.34 | | | $ | 13.81 | | | $ | 10.87 | | |
Total Return(3) | | | (17.31 | )%(6) | | | (22.46 | )% | | | 28.30 | % | | | 8.70 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 14 | | | $ | 650 | | | $ | 14 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 5.27 | %(7) | | | 4.63 | % | | | 21.25 | % | | | 19.30 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 1.54 | %(4)(7) | | | 1.55 | %(4) | | | 1.54 | %(4) | | | 1.54 | %(4)(7) | |
Ratio of Net Investment Income (Loss) | | | 2.63 | %(4)(7) | | | (1.19 | )%(4) | | | (0.50 | )%(4) | | | (1.37 | )%(4)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 8 | %(6) | | | 73 | % | | | 25 | % | | | 0 | %(6) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
China Equity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from October 31, 2019(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 10.19 | | | $ | 13.72 | | | $ | 10.86 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.00 | )(3) | | | (0.23 | ) | | | (0.21 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (1.77 | ) | | | (2.93 | ) | | | 3.18 | | | | 0.90 | | |
Total from Investment Operations | | | (1.77 | ) | | | (3.16 | ) | | | 2.97 | | | | 0.86 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.22 | ) | | | (0.11 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.15 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.37 | ) | | | (0.11 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 8.42 | | | $ | 10.19 | | | $ | 13.72 | | | $ | 10.86 | | |
Total Return(4) | | | (17.66 | )%(7) | | | (23.05 | )% | | | 27.38 | % | | | 8.60 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 152 | | | $ | 185 | | | $ | 52 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 5.77 | %(8) | | | 6.23 | % | | | 13.32 | % | | | 20.07 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 2.29 | %(5)(8) | | | 2.30 | %(5) | | | 2.29 | %(5) | | | 2.29 | %(5)(8) | |
Ratio of Net Investment Loss | | | (0.09 | )%(5)(8) | | | (1.92 | )%(5) | | | (1.66 | )%(5) | | | (2.12 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 8 | %(7) | | | 73 | % | | | 25 | % | | | 0 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
China Equity Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from October 31, 2019(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 10.40 | | | $ | 13.83 | | | $ | 10.88 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.04 | | | | (0.05 | ) | | | (0.01 | ) | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (1.80 | ) | | | (3.01 | ) | | | 3.14 | | | | 0.90 | | |
Total from Investment Operations | | | (1.76 | ) | | | (3.06 | ) | | | 3.13 | | | | 0.88 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.22 | ) | | | (0.18 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.15 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.37 | ) | | | (0.18 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 8.64 | | | $ | 10.40 | | | $ | 13.83 | | | $ | 10.88 | | |
Total Return(4) | | | (17.21 | )%(7) | | | (22.14 | )% | | | 28.82 | % | | | 8.80 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 9 | | | $ | 11 | | | $ | 14 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 24.59 | %(8) | | | 18.96 | % | | | 20.92 | % | | | 19.05 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.14 | %(5)(8) | | | 1.15 | %(5) | | | 1.14 | %(5) | | | 1.14 | %(5)(8) | |
Ratio of Net Investment Income (Loss) | | | 1.04 | %(5)(8) | | | (0.42 | )%(5) | | | (0.10 | )%(5) | | | (0.97 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 8 | %(7) | | | 73 | % | | | 25 | % | | | 0 | %(7) | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the China Equity Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from
relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own
assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 — unadjusted quoted prices in active markets for identical investments
• Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 — significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Banks | | $ | — | | | $ | 412 | | | $ | — | | | $ | 412 | | |
Beverages | | | — | | | | 1,027 | | | | — | | | | 1,027 | | |
Biotechnology | | | — | | | | 40 | | | | — | | | | 40 | | |
Electrical Equipment | | | — | | | | 198 | | | | — | | | | 198 | | |
Entertainment | | | — | | | | 300 | | | | — | | | | 300 | | |
Food Products | | | — | | | | 636 | | | | — | | | | 636 | | |
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Health Care Equipment & Supplies | | $ | — | | | $ | 183 | | | $ | — | | | $ | 183 | | |
Household Durables | | | — | | | | 238 | | | | — | | | | 238 | | |
Interactive Media & Services | | | — | | | | 1,412 | | | | — | | | | 1,412 | | |
Internet & Direct Marketing Retail | | | 309 | | | | 1,228 | | | | — | | | | 1,537 | | |
Life Sciences Tools & Services | | | — | | | | 352 | | | | — | | | | 352 | | |
Machinery | | | — | | | | 259 | | | | — | | | | 259 | | |
Personal Products | | | — | | | | 248 | | | | — | | | | 248 | | |
Real Estate Management & Development | | | 167 | | | | — | | | | — | | | | 167 | | |
Semiconductors & Semiconductor Equipment | | | — | | | | 165 | | | | — | | | | 165 | | |
Specialty Retail | | | — | | | | 462 | | | | — | | | | 462 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 649 | | | | — | | | | 649 | | |
Total Common Stocks | | | 476 | | | | 7,809 | | | | — | | | | 8,285 | | |
Warrant | | | — | | | | 101 | | | | — | | | | 101 | | |
Short-Term Investment | |
Investment Company | | | 1,019 | | | | — | | | | — | | | | 1,019 | | |
Total Assets | | $ | 1,495 | | | $ | 7,910 | | | $ | — | | | $ | 9,405 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
— investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
— investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized
and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
4. Redemption Fees: The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class C shares and Class R6 shares, which is paid directly to the Fund, for shares redeemed or exchanged within thirty days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading. These fees, if any, are included in the Statements of Changes in Net Assets.
5. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
6. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
7. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at an annual rate of 0.80% of the daily net assets of the Fund.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.20% for Class I shares, 1.55% for Class A shares, 2.30% for Class C shares and 1.15% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $38,000 of advisory fees were waived and approximately $71,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $743,000 and $1,933,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the
Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 544 | | | $ | 1,489 | | | $ | 1,014 | | | $ | 2 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 1,019 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the three-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 241 | | | $ | 160 | | | $ | 180 | | | $ | — | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2021.
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$— | | $50 | |
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2021, the Fund intends to defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$—@ | | $— | |
@ Amount is less than $500.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund did not have record owners of 10% or greater.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser, Sub-Adviser and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one-year period and the period since the end of October 2019, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which does not include breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
25
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFICEQSAN
4879453 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Counterpoint Global Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 9 | | |
Consolidated Statement of Operations | | | 10 | | |
Consolidated Statements of Changes in Net Assets | | | 11 | | |
Consolidated Financial Highlights | | | 12 | | |
Notes to Consolidated Financial Statements | | | 16 | | |
Investment Advisory Agreement Approval | | | 28 | | |
Liquidity Risk Management Program | | | 30 | | |
U.S. Customer Privacy Notice | | | 31 | | |
Director and Officer Information | | | 34 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Counterpoint Global Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Expense Example
Counterpoint Global Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Counterpoint Global Portfolio Class I | | $ | 1,000.00 | | | $ | 518.60 | | | $ | 1,019.59 | | | $ | 3.95 | | | $ | 5.26 | | | | 1.05 | % | |
Counterpoint Global Portfolio Class A | | | 1,000.00 | | | | 517.80 | | | | 1,017.85 | | | | 5.27 | | | | 7.00 | | | | 1.40 | | |
Counterpoint Global Portfolio Class C | | | 1,000.00 | | | | 516.00 | | | | 1,014.13 | | | | 8.08 | | | | 10.74 | | | | 2.15 | | |
Counterpoint Global Portfolio Class R6(1) | | | 1,000.00 | | | | 518.60 | | | | 1,019.84 | | | | 3.77 | | | | 5.01 | | | | 1.00 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments
Counterpoint Global Portfolio
| | Shares | | Value (000) | |
Common Stocks (96.1%) | |
Argentina (0.2%) | |
Globant SA (a) | | | 127 | | | $ | 22 | | |
Australia (0.7%) | |
Brookfield Infrastructure Partners LP | | | 1,950 | | | | 75 | | |
Redbubble Ltd. (a) | | | 5,601 | | | | 3 | | |
| | | 78 | | |
Belgium (0.1%) | |
Argenx SE ADR (a) | | | 37 | | | | 14 | | |
Brazil (0.4%) | |
B3 SA — Brasil Bolsa Balcao | | | 910 | | | | 2 | | |
Magazine Luiza SA | | | 5,336 | | | | 2 | | |
NU Holdings Ltd., Class A (a) | | | 6,211 | | | | 23 | | |
Vale SA | | | 950 | | | | 14 | | |
| | | 41 | | |
Canada (5.9%) | |
Brookfield Asset Management, Inc., Class A | | | 2,154 | | | | 96 | | |
Canada Goose Holdings, Inc. (a) | | | 2,449 | | | | 44 | | |
Canadian National Railway Co. | | | 564 | | | | 63 | | |
Colliers International Group, Inc. | | | 277 | | | | 30 | | |
Constellation Software, Inc. | | | 78 | | | | 116 | | |
FirstService Corp. | | | 146 | | | | 18 | | |
Shopify, Inc., Class A (a) | | | 6,310 | | | | 197 | | |
Topicus.com, Inc. (a) | | | 1,120 | | | | 63 | | |
| | | 627 | | |
China (2.3%) | |
360 DigiTech, Inc. ADR | | | 305 | | | | 5 | | |
Agora, Inc. ADR (a) | | | 42 | | | | — | @ | |
China East Education Holdings Ltd. (b) | | | 2,500 | | | | 1 | | |
China Resources Mixc Lifestyle Services Ltd. (b) | | | 600 | | | | 3 | | |
Foshan Haitian Flavouring & Food Co. Ltd., Class A | | | 4,089 | | | | 55 | | |
Greentown Service Group Co. Ltd. (b) | | | 2,000 | | | | 2 | | |
Haidilao International Holding Ltd. (a)(b) | | | 5,000 | | | | 12 | | |
HUYA, Inc. ADR (a) | | | 675 | | | | 3 | | |
Inner Mongolia Yili Industrial Group Co. Ltd., Class A | | | 500 | | | | 3 | | |
KE Holdings, Inc. ADR (a) | | | 717 | | | | 13 | | |
Kuaishou Technology (a)(b) | | | 1,300 | | | | 15 | | |
Meituan, Class B (a)(b) | | | 2,800 | | | | 70 | | |
Shenzhou International Group Holdings Ltd. (b) | | | 500 | | | | 6 | | |
Tencent Holdings Ltd. (b) | | | 300 | | | | 14 | | |
Trip.com Group Ltd. ADR (a) | | | 1,327 | | | | 36 | | |
Weimob, Inc. (a)(b) | | | 3,000 | | | | 2 | | |
| | | 240 | | |
Denmark (2.6%) | |
Chr Hansen Holding AS | | | 749 | | | | 55 | | |
DSV AS | | | 1,511 | | | | 212 | | |
Novo Nordisk AS Series B | | | 60 | | | | 7 | | |
| | | 274 | | |
Finland (0.2%) | |
Revenio Group Oyj | | | 425 | | | | 19 | | |
| | Shares | | Value (000) | |
France (2.9%) | |
Christian Dior SE | | | 57 | | | $ | 34 | | |
EssilorLuxottica SA | | | 397 | | | | 60 | | |
Hermes International | | | 126 | | | | 142 | | |
L'Oreal SA | | | 53 | | | | 18 | | |
Pernod Ricard SA | | | 192 | | | | 36 | | |
Remy Cointreau SA | | | 112 | | | | 20 | | |
| | | 310 | | |
Germany (1.8%) | |
Adidas AG | | | 651 | | | | 116 | | |
HelloFresh SE (a) | | | 1,108 | | | | 36 | | |
Puma SE | | | 591 | | | | 39 | | |
| | | 191 | | |
Hong Kong (0.5%) | |
AIA Group Ltd. | | | 4,600 | | | | 50 | | |
India (3.6%) | |
HDFC Bank Ltd. ADR | | | 5,543 | | | | 305 | | |
ICICI Bank Ltd. ADR | | | 3,331 | | | | 59 | | |
IndusInd Bank Ltd. | | | 888 | | | | 9 | | |
Shree Cement Ltd. | | | 19 | | | | 5 | | |
Zomato Ltd. (a) | | | 2,174 | | | | 1 | | |
| | | 379 | | |
Indonesia (0.0%) (c) | |
Avia Avian Tbk PT | | | 57,800 | | | | 3 | | |
Israel (0.9%) | |
Global-e Online Ltd. (a) | | | 4,384 | | | | 88 | | |
ironSource Ltd., Class A (a) | | | 1,887 | | | | 5 | | |
| | | 93 | | |
Italy (2.0%) | |
Brunello Cucinelli SpA | | | 377 | | | | 17 | | |
Davide Campari-Milano NV | | | 5,312 | | | | 56 | | |
Moncler SpA | | | 3,212 | | | | 138 | | |
| | | 211 | | |
Japan (1.5%) | |
Change, Inc. | | | 600 | | | | 9 | | |
Keyence Corp. | | | 300 | | | | 103 | | |
Nintendo Co. Ltd. | | | 100 | | | | 43 | | |
| | | 155 | | |
Korea, Republic of (0.4%) | |
KakaoBank Corp. (a) | | | 638 | | | | 15 | | |
NAVER Corp. | | | 153 | | | | 28 | | |
| | | 43 | | |
Mexico (0.0%) (c) | |
Grupo Aeroportuario del Sureste SAB de CV, Class B | | | 85 | | | | 2 | | |
Netherlands (5.1%) | |
Adyen NV (a) | | | 134 | | | | 193 | | |
ASML Holding NV | | | 206 | | | | 97 | | |
ASML Holding NV (Registered) | | | 411 | | | | 196 | | |
Basic-Fit NV (a) | | | 807 | | | | 31 | | |
Universal Music Group NV | | | 899 | | | | 18 | | |
| | | 535 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Counterpoint Global Portfolio
| | Shares | | Value (000) | |
Norway (0.2%) | |
AutoStore Holdings Ltd. (a) | | | 9,491 | | | $ | 14 | | |
Kahoot! ASA (a) | | | 1,076 | | | | 2 | | |
| | | 16 | | |
Singapore (2.9%) | |
Grab Holdings Ltd., Class A (a) | | | 50,109 | | | | 127 | | |
Sea Ltd. ADR (a) | | | 2,709 | | | | 181 | | |
| | | 308 | | |
Sweden (0.9%) | |
Evolution AB | | | 444 | | | | 41 | | |
INVISIO AB | | | 1,253 | | | | 18 | | |
Kinnevik AB, Class B (a) | | | 1,099 | | | | 18 | | |
Vitrolife AB | | | 882 | | | | 20 | | |
| | | 97 | | |
Switzerland (1.1%) | |
Kuehne & Nagel International AG (Registered) | | | 196 | | | | 47 | | |
On Holding AG, Class A (a) | | | 876 | | | | 16 | | |
Straumann Holding AG (Registered) | | | 419 | | | | 50 | | |
| | | 113 | | |
Taiwan (0.8%) | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 5,000 | | | | 80 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | 53 | | | | 4 | | |
| | | 84 | | |
United Kingdom (3.5%) | |
Abcam PLC (a) | | | 390 | | | | 6 | | |
Angle PLC (a) | | | 4,138 | | | | 5 | | |
Atlassian Corp., PLC, Class A (a) | | | 176 | | | | 33 | | |
Babcock International Group PLC (a) | | | 11,511 | | | | 43 | | |
Deliveroo PLC (a) | | | 21,733 | | | | 24 | | |
Diageo PLC | | | 833 | | | | 36 | | |
Fevertree Drinks PLC | | | 380 | | | | 6 | | |
Rentokil Initial PLC | | | 11,166 | | | | 65 | | |
Rightmove PLC | | | 7,107 | | | | 49 | | |
Victoria PLC (a) | | | 19,344 | | | | 106 | | |
| | | 373 | | |
United States (55.6%) | |
10X Genomics, Inc., Class A (a) | | | 1,718 | | | | 78 | | |
23andMe Holding Co. (a) | | | 1,793 | | | | 4 | | |
4D Molecular Therapeutics, Inc. (a) | | | 161 | | | | 1 | | |
Adobe, Inc. (a) | | | 167 | | | | 61 | | |
Affirm Holdings, Inc. (a) | | | 5,688 | | | | 103 | | |
Agilon health, Inc. (a) | | | 11,283 | | | | 246 | | |
Airbnb, Inc., Class A (a) | | | 38 | | | | 3 | | |
Alignment Healthcare, Inc. (a) | | | 492 | | | | 6 | | |
Alnylam Pharmaceuticals, Inc. (a) | | | 2 | | | | — | @ | |
Amazon.com, Inc. (a) | | | 1,365 | | | | 145 | | |
American Tower Corp. REIT | | | 8 | | | | 2 | | |
Anterix, Inc. (a) | | | 1,144 | | | | 47 | | |
Appian Corp. (a) | | | 1,698 | | | | 80 | | |
AppLovin Corp., Class A (a) | | | 1,355 | | | | 47 | | |
ATAI Life Sciences NV (a) | | | 1,318 | | | | 5 | | |
Aurora Innovation, Inc. (a) | | | 2,793 | | | | 5 | | |
| | Shares | | Value (000) | |
AutoZone, Inc. (a) | | | 2 | | | $ | 4 | | |
Avalara, Inc. (a) | | | 122 | | | | 9 | | |
Axon Enterprise, Inc. (a) | | | 165 | | | | 15 | | |
Ball Corp. | | | 67 | | | | 5 | | |
BARK, Inc. (a) | | | 2,935 | | | | 4 | | |
Beam Therapeutics, Inc. (a) | | | 116 | | | | 4 | | |
Berkshire Hathaway, Inc., Class B (a) | | | 26 | | | | 7 | | |
Big Sky Growth Partners, Inc. (Units) SPAC (a)(d) | | | 1,441 | | | | 14 | | |
Bill.Com Holdings, Inc. (a) | | | 1,244 | | | | 137 | | |
Block, Inc., Class A (a) | | | 1,220 | | | | 75 | | |
Brown & Brown, Inc. | | | 248 | | | | 14 | | |
C4 Therapeutics, Inc. (a) | | | 171 | | | | 1 | | |
Cadence Design Systems, Inc. (a) | | | 6 | | | | 1 | | |
Calix, Inc. (a) | | | 459 | | | | 16 | | |
Cardlytics, Inc. (a) | | | 1,503 | | | | 34 | | |
Carvana Co. (a) | | | 2,569 | | | | 58 | | |
Century Therapeutics, Inc. (a) | | | 312 | | | | 3 | | |
Chewy, Inc., Class A (a) | | | 765 | | | | 27 | | |
Cintas Corp. | | | 3 | | | | 1 | | |
Cipher Mining, Inc. (a) | | | 3,629 | | | | 5 | | |
Clear Secure, Inc., Class A (a) | | | 765 | | | | 15 | | |
Clearwater Analytics Holdings, Inc. (a) | | | 411 | | | | 5 | | |
Cloudflare, Inc., Class A (a) | | | 5,040 | | | | 220 | | |
Coinbase Global, Inc., Class A (a) | | | 362 | | | | 17 | | |
Confluent, Inc., Class A (a) | | | 533 | | | | 12 | | |
Copart, Inc. (a) | | | 16 | | | | 2 | | |
CoStar Group, Inc. (a) | | | 33 | | | | 2 | | |
Costco Wholesale Corp. | | | 2 | | | | 1 | | |
Coupa Software, Inc. (a) | | | 39 | | | | 2 | | |
Coupang, Inc. (a) | | | 13,659 | | | | 174 | | |
Cricut, Inc., Class A (a) | | | 11,272 | | | | 69 | | |
Danaher Corp. | | | 63 | | | | 16 | | |
Datadog, Inc., Class A (a) | | | 1,589 | | | | 151 | | |
DexCom, Inc. (a) | | | 7 | | | | 1 | | |
Dlocal Ltd. (a) | | | 2,499 | | | | 66 | | |
Domino's Pizza, Inc. | | | 48 | | | | 19 | | |
DoorDash, Inc., Class A (a) | | | 1,899 | | | | 122 | | |
Doximity, Inc., Class A (a) | | | 4,631 | | | | 161 | | |
Duolingo, Inc. (a) | | | 262 | | | | 23 | | |
Ecolab, Inc. | | | 26 | | | | 4 | | |
Endeavor Group Holdings, Inc., Class A (a) | | | 788 | | | | 16 | | |
EVI Industries, Inc. (a) | | | 309 | | | | 3 | | |
Farfetch Ltd., Class A (a) | | | 7,392 | | | | 53 | | |
Fastenal Co. | | | 17 | | | | 1 | | |
Fastly, Inc., Class A (a) | | | 7,580 | | | | 88 | | |
Fate Therapeutics, Inc. (a) | | | 204 | | | | 5 | | |
Figs, Inc., Class A (a) | | | 1,988 | | | | 18 | | |
Floor & Decor Holdings, Inc., Class A (a) | | | 811 | | | | 51 | | |
GH Research PLC (a) | | | 379 | | | | 4 | | |
Ginkgo Bioworks Holdings, Inc. (a) | | | 6,688 | | | | 16 | | |
Gitlab, Inc., Class A (a) | | | 1,091 | | | | 58 | | |
GoodRx Holdings, Inc., Class A (a) | | | 11,105 | | | | 66 | | |
Graphite Bio, Inc. (a) | | | 449 | | | | 1 | | |
Guardant Health, Inc. (a) | | | 829 | | | | 33 | | |
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Counterpoint Global Portfolio
| | Shares | | Value (000) | |
United States (cont'd) | |
HashiCorp, Inc., Class A (a) | | | 301 | | | $ | 9 | | |
HEICO Corp., Class A | | | 160 | | | | 17 | | |
Heliogen, Inc. (a) | | | 4,442 | | | | 9 | | |
Home Depot, Inc. | | | 65 | | | | 18 | | |
IAC/InterActiveCorp (a) | | | 20 | | | | 2 | | |
IDEXX Laboratories, Inc. (a) | | | 2 | | | | 1 | | |
Illumina, Inc. (a) | | | 20 | | | | 4 | | |
Inspire Medical Systems, Inc. (a) | | | 28 | | | | 5 | | |
Intellia Therapeutics, Inc. (a) | | | 459 | | | | 24 | | |
Intercontinental Exchange, Inc. | | | 182 | | | | 17 | | |
Intuitive Surgical, Inc. (a) | | | 99 | | | | 20 | | |
Joby Aviation, Inc. (a) | | | 988 | | | | 5 | | |
Latch, Inc. (a) | | | 1,634 | | | | 2 | | |
Linde PLC | | | 22 | | | | 6 | | |
Lockheed Martin Corp. | | | 6 | | | | 3 | | |
Marqeta, Inc., Class A (a) | | | 1,983 | | | | 16 | | |
Martin Marietta Materials, Inc. | | | 5 | | | | 1 | | |
Mastercard, Inc., Class A | | | 125 | | | | 39 | | |
Match Group, Inc. (a) | | | 14 | | | | 1 | | |
MaxCyte, Inc. (a) | | | 1,108 | | | | 5 | | |
McCormick & Co. Inc. | | | 10 | | | | 1 | | |
McDonald's Corp. | | | 8 | | | | 2 | | |
Meli Kaszek Pioneer Corp., SPAC (a) | | | 2,138 | | | | 21 | | |
Membership Collective Group, Inc., Class A (a) | | | 1,980 | | | | 13 | | |
MercadoLibre, Inc. (a) | | | 289 | | | | 184 | | |
Meta Platforms, Inc., Class A (a) | | | 476 | | | | 77 | | |
MicroStrategy, Inc., Class A (a) | | | 53 | | | | 9 | | |
Moderna, Inc. (a) | | | 28 | | | | 4 | | |
MongoDB, Inc. (a) | | | 243 | | | | 63 | | |
MP Materials Corp. (a) | | | 375 | | | | 12 | | |
NanoString Technologies, Inc. (a) | | | 230 | | | | 3 | | |
Netflix, Inc. (a) | | | 5 | | | | 1 | | |
NVR, Inc. (a) | | | 1 | | | | 4 | | |
Oak Street Health, Inc. (a) | | | 305 | | | | 5 | | |
Okta, Inc. (a) | | | 13 | | | | 1 | | |
Olo, Inc., Class A (a) | | | 3,642 | | | | 36 | | |
Opendoor Technologies, Inc. (a) | | | 901 | | | | 4 | | |
Outset Medical, Inc. (a) | | | 206 | | | | 3 | | |
Overstock.com, Inc. (a) | | | 4,616 | | | | 115 | | |
Party City Holdco, Inc. (a) | | | 11,185 | | | | 15 | | |
Peloton Interactive, Inc., Class A (a) | | | 2,809 | | | | 26 | | |
Pool Corp. | | | 47 | | | | 16 | | |
Privia Health Group, Inc. (a) | | | 585 | | | | 17 | | |
Procore Technologies, Inc. (a) | | | 786 | | | | 36 | | |
Progressive Corp. | | | 370 | | | | 43 | | |
Qualtrics International, Inc., Class A (a) | | | 356 | | | | 4 | | |
Redfin Corp. (a) | | | 481 | | | | 4 | | |
Relay Therapeutics, Inc. (a) | | | 169 | | | | 3 | | |
Ribbit LEAP Ltd. (Units) SPAC (a)(d) | | | 785 | | | | 8 | | |
Rivian Automotive, Inc., Class A (a) | | | 172 | | | | 4 | | |
ROBLOX Corp., Class A (a) | | | 3,924 | | | | 129 | | |
| | Shares | | Value (000) | |
Rollins, Inc. | | | 163 | | | $ | 6 | | |
Roper Technologies, Inc. | | | 4 | | | | 2 | | |
Royal Gold, Inc. | | | 165 | | | | 18 | | |
Royalty Pharma PLC, Class A | | | 9,061 | | | | 381 | | |
S&P Global, Inc. | | | 56 | | | | 19 | | |
Salesforce.com, Inc. (a) | | | 763 | | | | 126 | | |
Samsara, Inc., Class A (a) | | | 3,309 | | | | 37 | | |
Schrodinger, Inc. (a) | | | 227 | | | | 6 | | |
Seer, Inc. (a) | | | 547 | | | | 5 | | |
Senti Biosciences, Inc. (a) | | | 713 | | | | 1 | | |
Senti Biosciences, Inc. (a)(e) | | | 124 | | | | — | @ | |
Senti Biosciences, Inc. Founder Shares (a)(e) | | | 298 | | | | 1 | | |
Service Corp. International | | | 284 | | | | 20 | | |
ServiceNow, Inc. (a) | | | 365 | | | | 174 | | |
Sherwin-Williams Co. | | | 4 | | | | 1 | | |
Signify Health, Inc., Class A (a) | | | 295 | | | | 4 | | |
Snowflake, Inc., Class A (a) | | | 2,307 | | | | 321 | | |
SomaLogic, Inc. (a) | | | 944 | | | | 4 | | |
Spotify Technology SA (a) | | | 476 | | | | 45 | | |
Standard BioTools Inc. (a) | | | 2,518 | | | | 4 | | |
Starbucks Corp. | | | 11 | | | | 1 | | |
Synopsys, Inc. (a) | | | 4 | | | | 1 | | |
TCV Acquisition Corp., Class A SPAC (a) | | | 829 | | | | 8 | | |
Teladoc Health, Inc. (a) | | | 90 | | | | 3 | | |
Texas Pacific Land Corp. | | | 20 | | | | 30 | | |
Thermo Fisher Scientific, Inc. | | | 4 | | | | 2 | | |
Trade Desk, Inc. Class A (a) | | | 3,579 | | | | 150 | | |
TransDigm Group, Inc. (a) | | | 6 | | | | 3 | | |
Trupanion, Inc. (a) | | | 91 | | | | 5 | | |
Twilio, Inc., Class A (a) | | | 9 | | | | 1 | | |
Tyler Technologies, Inc. (a) | | | 7 | | | | 2 | | |
Uber Technologies, Inc. (a) | | | 7,679 | | | | 157 | | |
UiPath, Inc., Class A (a) | | | 281 | | | | 5 | | |
Unity Software, Inc. (a) | | | 1,648 | | | | 61 | | |
Upstart Holdings, Inc. (a) | | | 639 | | | | 20 | | |
Upwork, Inc. (a) | | | 603 | | | | 12 | | |
UTZ Brands, Inc. | | | 1,341 | | | | 19 | | |
Veeva Systems, Inc., Class A (a) | | | 509 | | | | 101 | | |
Visa, Inc., Class A | | | 246 | | | | 48 | | |
Walt Disney Co. (a) | | | 669 | | | | 63 | | |
Warby Parker, Inc., Class A (a) | | | 306 | | | | 3 | | |
Waste Connections, Inc. | | | 168 | | | | 21 | | |
Watsco, Inc. | | | 4 | | | | 1 | | |
Wayfair, Inc., Class A (a) | | | 477 | | | | 21 | | |
WeWork, Inc., Class A REIT (a) | | | 2,404 | | | | 12 | | |
Zillow Group, Inc., Class A (a) | | | 149 | | | | 5 | | |
Zoetis, Inc. | | | 4 | | | | 1 | | |
Zoom Video Communications, Inc., Class A (a) | | | 528 | | | | 57 | | |
ZoomInfo Technologies, Inc., Class A (a) | | | 1,838 | | | | 61 | | |
Zymergen, Inc. (a) | | | 1,649 | | | | 2 | | |
| | | 5,880 | | |
Total Common Stocks (Cost $12,801) | | | 10,158 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Counterpoint Global Portfolio
| | Shares | | Value (000) | |
Preferred Stock (0.3%) | |
United States (0.3%) | |
Databricks, Inc. (a)(e)(f) (acquisition cost — $44; acquired 8/31/21) (Cost $44) | | | 198 | | | $ | 35 | | |
Investment Companies (0.8%) | |
United Kingdom (0.1%) | |
Hipgnosis Songs Fund Ltd. | | | 9,716 | | | | 13 | | |
United States (0.7%) | |
Grayscale Bitcoin Trust (a) | | | 5,535 | | | | 67 | | |
Total Investment Companies (Cost $264) | | | 80 | | |
| | No. of Warrants | | | |
Warrants (0.0%) (c) | |
United States (0.0%) (c) | |
BARK, Inc. expires 5/1/26 (a) | | | 373 | | | | — | @ | |
Ginkgo Bioworks Holdings, Inc. expires 12/31/27 (a) | | | 261 | | | | — | @ | |
SomaLogic, Inc. expires 8/31/26 (a) | | | 96 | | | | — | @ | |
Total Warrants (Cost $3) | | | — | @ | |
| | Shares | | Value (000) | |
Short-Term Investment (1.9%) | |
Investment Company (1.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $204) | | | 204,292 | | | $ | 204 | | |
Total Investments Excluding Purchased Options (99.1%) (Cost $13,316) | | | 10,477 | | |
Total Purchased Options Outstanding (0.0%) (c) (Cost $63) | | | 4 | | |
Total Investments (99.1%) (Cost $13,379) (g)(h)(i) | | | 10,481 | | |
Other Assets in Excess of Liabilities (0.9%) | | | 92 | | |
Net Assets (100.0%) | | $ | 10,573 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
The Fund had the following Derivative Contract — PIPE open at June 30, 2022:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Depreciation (000) | | % of Net Assets | |
Social Capital Suvretta Holdings Corp.III | | ProKidney, LP. (a)(e)(f)(j)(k) | | | 38,020 | | | 12/30/22 | | $ | (5 | ) | | | (0.05 | )% | |
(a) Non-income producing security.
(b) Security trades on the Hong Kong exchange.
(c) Amount is less than 0.05%.
(d) Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.
(e) Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted securities and derivative contract (excluding 144A holdings) at June 30, 2022 amounts to approximately $31,000 and represents 0.3% of net assets.
(f) At June 30, 2022, the Fund held a fair valued security and derivative contract at approximately $30,000, representing 0.3% of net assets. These securities have been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(g) The approximate fair value and percentage of net assets, $2,439,000 and 23.1%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Consolidated Financial Statements.
(h) Securities are available for collateral in connection with a derivative contract - PIPE and purchased options.
(i) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $1,191,000 and the aggregate gross unrealized depreciation is approximately $4,094,000, resulting in net unrealized depreciation of approximately $2,903,000.
(j) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 3,802 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between ProKidney, LP., and Social Capital Suvretta Holdings Corp.III, a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Social Capital Suvretta Holdings Corp.III, and ProKidney, LP., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met, the Fund is no longer obligated to fulfill its commitment to Social Capital Suvretta Holdings Corp.III, and ProKidney, LP. The investment is restricted from resale until the settlement date.
(k) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
ADR American Depositary Receipt.
PIPE Private Investment in Public Equity.
REIT Real Estate Investment Trust.
SPAC Special Purpose Acquisition Company.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Counterpoint Global Portfolio
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2022:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.27 | | | Nov-22 | | | 4,041,028 | | | | 4,041 | | | $ | 4 | | | $ | 19 | | | $ | (15 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.28 | | | Jul-22 | | | 3,914,073 | | | | 3,914 | | | | — | @ | | | 18 | | | | (18 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.31 | | | Aug-22 | | | 2,533,588 | | | | 2,534 | | | | — | @ | | | 17 | | | | (17 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.38 | | | Jul-22 | | | 1,595,646 | | | | 1,596 | | | | — | @ | | | 9 | | | | (9 | ) | |
| | | | | | | | | | | | $ | 4 | | | $ | 63 | | | $ | (59 | ) | |
@ Value is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Others* | | | 55.6 | % | |
Software | | | 14.8 | | |
Information Technology Services | | | 14.0 | | |
Internet & Direct Marketing Retail | | | 9.8 | | |
Textiles, Apparel & Luxury Goods | | | 5.8 | | |
Total Investments | | | 100.0 | %** | |
* Industries and/or investment types representing less than 5% of total investments.
** Does not include an open PIPE contract with unrealized depreciation of approximately $5,000.
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Counterpoint Global Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $13,175) | | $ | 10,277 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $204) | | | 204 | | |
Total Investments in Securities, at Value (Cost $13,379) | | | 10,481 | | |
Foreign Currency, at Value (Cost $46) | | | 46 | | |
Cash | | | 1 | | |
Due from Adviser | | | 58 | | |
Receivable for Investments Sold | | | 14 | | |
Dividends Receivable | | | 5 | | |
Receivable for Fund Shares Sold | | | 5 | | |
Tax Reclaim Receivable | | | 2 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 79 | | |
Total Assets | | | 10,691 | | |
Liabilities: | |
Payable for Custodian Fees | | | 29 | | |
Payable for Professional Fees | | | 28 | | |
Payable for Investments Purchased | | | 19 | | |
Unrealized Depreciation on Derivative Contract — PIPE | | | 5 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 2 | | |
Payable for Sub Transfer Agency Fees — Class A | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Payable for Administration Fees | | | 1 | | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Fund Shares Redeemed | | | — | @ | |
Other Liabilities | | | 33 | | |
Total Liabilities | | | 118 | | |
Net Assets | | $ | 10,573 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 17,640 | | |
Total Accumulated Loss | | | (7,067 | ) | |
Net Assets | | $ | 10,573 | | |
CLASS I: | |
Net Assets | | $ | 9,148 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,151,218 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 7.95 | | |
CLASS A: | |
Net Assets | | $ | 1,344 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 171,513 | | |
Net Asset Value, Redemption Price Per Share | | $ | 7.84 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.43 | | |
Maximum Offering Price Per Share | | $ | 8.27 | | |
CLASS C: | |
Net Assets | | $ | 71 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 9,396 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 7.59 | | |
CLASS R6:* | |
Net Assets | | $ | 10 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,267 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 7.96 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Counterpoint Global Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $4 of Foreign Taxes Withheld) | | $ | 35 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 1 | | |
Total Investment Income | | | 36 | | |
Expenses: | |
Professional Fees | | | 74 | | |
Advisory Fees (Note B) | | | 66 | | |
Custodian Fees (Note F) | | | 46 | | |
Registration Fees | | | 21 | | |
Pricing Fees | | | 9 | | |
Shareholder Reporting Fees | | | 9 | | |
Administration Fees (Note C) | | | 7 | | |
Sub Transfer Agency Fees — Class I | | | 5 | | |
Sub Transfer Agency Fees — Class A | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Transfer Agency Fees — Class I (Note E) | | | 2 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Shareholder Services Fees — Class A (Note D) | | | 2 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 1 | | |
Directors' Fees and Expenses | | | 2 | | |
Interest Expenses | | | 1 | | |
Other Expenses | | | 7 | | |
Total Expenses | | | 256 | | |
Expenses Reimbursed by Adviser (Note B) | | | (93 | ) | |
Waiver of Advisory Fees (Note B) | | | (66 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (4 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 90 | | |
Net Investment Loss | | | (54 | ) | |
Realized Loss: | |
Investments Sold | | | (3,361 | ) | |
Foreign Currency Translation | | | (4 | ) | |
Net Realized Loss | | | (3,365 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (8,464 | ) | |
Foreign Currency Translation | | | (— | @) | |
Derivative Contracts — PIPE | | | (5 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (8,469 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (11,834 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (11,888 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Counterpoint Global Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (54 | ) | | $ | (218 | ) | |
Net Realized Gain (Loss) | | | (3,365 | ) | | | 3,524 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (8,469 | ) | | | (3,702 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (11,888 | ) | | | (396 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (4,424 | ) | |
Class A | | | — | | | | (407 | ) | |
Class C | | | — | | | | (34 | ) | |
Class R6* | | | — | | | | (4 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (4,869 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 1,029 | | | | 6,393 | | |
Distributions Reinvested | | | — | | | | 4,424 | | |
Redeemed | | | (7,227 | ) | | | (4,112 | ) | |
Class A: | |
Subscribed | | | 1,087 | | | | 3,945 | | |
Distributions Reinvested | | | — | | | | 407 | | |
Redeemed | | | (1,983 | ) | | | (875 | ) | |
Class C: | |
Subscribed | | | — | | | | 183 | | |
Distributions Reinvested | | | — | | | | 34 | | |
Redeemed | | | (31 | ) | | | (12 | ) | |
Class R6:* | |
Distributions Reinvested | | | — | | | | 4 | | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (7,125 | ) | | | 10,391 | | |
Total Increase (Decrease) in Net Assets | | | (19,013 | ) | | | 5,126 | | |
Net Assets: | |
Beginning of Period | | | 29,586 | | | | 24,460 | | |
End of Period | | $ | 10,573 | | | $ | 29,586 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 88 | | | | 345 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 293 | | |
Shares Redeemed | | | (620 | ) | | | (203 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (532 | ) | | | 435 | | |
Class A: | |
Shares Subscribed | | | 105 | | | | 220 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 27 | | |
Shares Redeemed | | | (171 | ) | | | (46 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (66 | ) | | | 201 | | |
Class C: | |
Shares Subscribed | | | — | | | | 9 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2 | | |
Shares Redeemed | | | (3 | ) | | | (1 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (3 | ) | | | 10 | | |
Class R6:* | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @ | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than 500 shares.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Counterpoint Global Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 29, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 15.33 | | | $ | 19.01 | | | $ | 11.32 | | | $ | 8.46 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.03 | ) | | | (0.16 | ) | | | (0.11 | ) | | | (0.03 | ) | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (7.35 | ) | | | (0.01 | ) | | | 8.34 | | | | 2.89 | | | | (1.41 | ) | |
Total from Investment Operations | | | (7.38 | ) | | | (0.17 | ) | | | 8.23 | | | | 2.86 | | | | (1.44 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (3.51 | ) | | | (0.54 | ) | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.07 | ) | |
Total Distributions | | | — | | | | (3.51 | ) | | | (0.54 | ) | | | — | | | | (0.10 | ) | |
Net Asset Value, End of Period | | $ | 7.95 | | | $ | 15.33 | | | $ | 19.01 | | | $ | 11.32 | | | $ | 8.46 | | |
Total Return(4) | | | (48.14 | )%(7) | | | (0.58 | )% | | | 72.70 | % | | | 33.81 | % | | | (14.36 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 9,148 | | | $ | 25,794 | | | $ | 23,717 | | | $ | 10,097 | | | $ | 5,733 | | |
Ratio of Expenses Before Expense Limitation | | | 3.03 | %(8) | | | 2.39 | % | | | 3.29 | % | | | 5.22 | % | | | 6.83 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.05 | %(5)(8) | | | 1.05 | %(5) | | | 1.04 | %(5) | | | 1.03 | %(5) | | | 1.03 | %(5)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.05 | %(5)(8) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.62 | )%(5)(8) | | | (0.76 | )%(5) | | | (0.79 | )%(5) | | | (0.25 | )%(5) | | | (0.54 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 32 | %(7) | | | 68 | % | | | 116 | % | | | 67 | % | | | 54 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Counterpoint Global Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 29, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 15.14 | | | $ | 18.89 | | | $ | 11.28 | | | $ | 8.47 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.05 | ) | | | (0.23 | ) | | | (0.19 | ) | | | (0.06 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (7.25 | ) | | | (0.01 | ) | | | 8.34 | | | | 2.87 | | | | (1.40 | ) | |
Total from Investment Operations | | | (7.30 | ) | | | (0.24 | ) | | | 8.15 | | | | 2.81 | | | | (1.44 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (3.51 | ) | | | (0.54 | ) | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.06 | ) | |
Total Distributions | | | — | | | | (3.51 | ) | | | (0.54 | ) | | | — | | | | (0.09 | ) | |
Net Asset Value, End of Period | | $ | 7.84 | | | $ | 15.14 | | | $ | 18.89 | | | $ | 11.28 | | | $ | 8.47 | | |
Total Return(4) | | | (48.22 | )%(7) | | | (0.95 | )% | | | 72.25 | % | | | 33.18 | % | | | (14.44 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,344 | | | $ | 3,598 | | | $ | 696 | | | $ | 15 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 3.51 | %(8) | | | 2.89 | % | | | 4.61 | % | | | 23.73 | % | | | 26.82 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.40 | %(5)(8) | | | 1.40 | %(5) | | | 1.39 | %(5) | | | 1.39 | %(5) | | | 1.39 | %(5)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.40 | %(5)(8) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.97 | )%(5)(8) | | | (1.12 | )%(5) | | | (1.16 | )%(5) | | | (0.62 | )%(5) | | | (0.91 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 32 | %(7) | | | 68 | % | | | 116 | % | | | 67 | % | | | 54 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Counterpoint Global Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 29, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 14.71 | | | $ | 18.60 | | | $ | 11.20 | | | $ | 8.47 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.09 | ) | | | (0.38 | ) | | | (0.27 | ) | | | (0.14 | ) | | | (0.08 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (7.03 | ) | | | 0.00 | (4) | | | 8.21 | | | | 2.87 | | | | (1.40 | ) | |
Total from Investment Operations | | | (7.12 | ) | | | (0.38 | ) | | | 7.94 | | | | 2.73 | | | | (1.48 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.02 | ) | |
Net Realized Gain | | | — | | | | (3.51 | ) | | | (0.54 | ) | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.03 | ) | |
Total Distributions | | | — | | | | (3.51 | ) | | | (0.54 | ) | | | — | | | | (0.05 | ) | |
Net Asset Value, End of Period | | $ | 7.59 | | | $ | 14.71 | | | $ | 18.60 | | | $ | 11.20 | | | $ | 8.47 | | |
Total Return(5) | | | (48.40 | )%(8) | | | (1.73 | )% | | | 70.89 | % | | | 32.23 | % | | | (14.80 | )%(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 71 | | | $ | 175 | | | $ | 27 | | | $ | 11 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 6.31 | %(9) | | | 6.40 | % | | | 18.57 | % | | | 24.53 | % | | | 27.44 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 2.15 | %(6)(9) | | | 2.15 | %(6) | | | 2.14 | %(6) | | | 2.14 | %(6) | | | 2.14 | %(6)(9) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.15 | %(6)(9) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.71 | )%(6)(9) | | | (1.93 | )%(6) | | | (1.90 | )%(6) | | | (1.37 | )%(6) | | | (1.66 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(9) | |
Portfolio Turnover Rate | | | 32 | %(8) | | | 68 | % | | | 116 | % | | | 67 | % | | | 54 | %(8) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Counterpoint Global Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | | Period from June 29, 2018(3) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 15.35 | | | $ | 19.03 | | | $ | 11.32 | | | $ | 8.46 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(4) | | | (0.03 | ) | | | (0.15 | ) | | | (0.10 | ) | | | (0.02 | ) | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (7.36 | ) | | | (0.02 | ) | | | 8.35 | | | | 2.88 | | | | (1.41 | ) | |
Total from Investment Operations | | | (7.39 | ) | | | (0.17 | ) | | | 8.25 | | | | 2.86 | | | | (1.43 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (3.51 | ) | | | (0.54 | ) | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.08 | ) | |
Total Distributions | | | — | | | | (3.51 | ) | | | (0.54 | ) | | | — | | | | (0.11 | ) | |
Net Asset Value, End of Period | | $ | 7.96 | | | $ | 15.35 | | | $ | 19.03 | | | $ | 11.32 | | | $ | 8.46 | | |
Total Return(5) | | | (48.14 | )%(8) | | | (0.59 | )% | | | 72.88 | % | | | 33.81 | % | | | (14.34 | )%(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 10 | | | $ | 19 | | | $ | 20 | | | $ | 11 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 16.05 | %(9) | | | 12.66 | % | | | 19.31 | % | | | 23.44 | % | | | 26.39 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(6)(9) | | | 1.00 | %(6) | | | 0.99 | %(6) | | | 0.99 | %(6) | | | 0.99 | %(6)(9) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.00 | %(6)(9) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.56 | )%(6)(9) | | | (0.71 | )%(6) | | | (0.74 | )%(6) | | | (0.22 | )%(6) | | | (0.51 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(9) | |
Portfolio Turnover Rate | | | 32 | %(8) | | | 68 | % | | | 116 | % | | | 67 | % | | | 54 | %(8) | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Not consolidated.
(3) Commencement of Operations.
(4) Per share amount is based on average shares outstanding.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Counterpoint Global Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Counterpoint Global Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2022, the Subsidiary represented approximately $80,000 or approximately 0.76% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more
than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service
and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (7) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (8) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Aerospace & Defense | | $ | 38 | | | $ | 61 | | | $ | — | | | $ | 99 | | |
Air Freight & Logistics | | | — | | | | 212 | | | | — | | | | 212 | | |
Airlines | | | 5 | | | | — | | | | — | | | | 5 | | |
Automobiles | | | 4 | | | | — | | | | — | | | | 4 | | |
Banks | | | 387 | | | | 24 | | | | — | | | | 411 | | |
Beverages | | | — | | | | 154 | | | | — | | | | 154 | | |
Biotechnology | | | 61 | | | | 27 | | | | — | | | | 88 | | |
Capital Markets | | | 151 | | | | — | | | | — | | | | 151 | | |
Chemicals | | | 29 | | | | 58 | | | | — | | | | 87 | | |
Commercial Services & Supplies | | | 35 | | | | 67 | | | | — | | | | 102 | | |
Communications Equipment | | | 16 | | | | — | | | | — | | | | 16 | | |
Construction Materials | | | 1 | | | | 5 | | | | — | | | | 6 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Consumer Finance | | $ | 25 | | | $ | — | | | $ | — | | | $ | 25 | | |
Containers & Packaging | | | 5 | | | | — | | | | — | | | | 5 | | |
Distributors | | | 16 | | | | — | | | | — | | | | 16 | | |
Diversified Consumer Services | | | 43 | | | | 1 | | | | — | | | | 44 | | |
Diversified Financial Services | | | 7 | | | | 18 | | | | — | | | | 25 | | |
Diversified Holding Companies | | | 51 | | | | — | | | | — | | | | 51 | | |
Diversified Telecommunication Services | | | 47 | | | | — | | | | — | | | | 47 | | |
Electrical Equipment | | | 9 | | | | — | | | | — | | | | 9 | | |
Electronic Equipment, Instruments & Components | | | — | | | | 103 | | | | — | | | | 103 | | |
Entertainment | | | 438 | | | | 63 | | | | — | | | | 501 | | |
Equity Real Estate Investment Trusts (REITs) | | | 2 | | | | — | | | | — | | | | 2 | | |
Food & Staples Retailing | | | 1 | | | | 36 | | | | — | | | | 37 | | |
Food Products | | | 20 | | | | 58 | | | | — | | | | 78 | | |
Health Care Equipment & Supplies | | | 43 | | | | 74 | | | | — | | | | 117 | | |
Health Care Providers & Services | | | 315 | | | | — | | | | — | | | | 315 | | |
Health Care Technology | | | 342 | | | | — | | | | — | | | | 342 | | |
Hotels, Restaurants & Leisure | | | 74 | | | | 84 | | | | — | | | | 158 | | |
Household Durables | | | 73 | | | | 106 | | | | — | | | | 179 | | |
Information Technology Services | | | 1,260 | | | | 202 | | | | — | | | | 1,462 | | |
Insurance | | | 62 | | | | 50 | | | | — | | | | 112 | | |
Interactive Media & Services | | | 141 | | | | 106 | | | | — | | | | 247 | | |
Internet & Direct Marketing Retail | | | 933 | | | | 98 | | | | — | | | | 1,031 | | |
Leisure Products | | | 26 | | | | — | | | | — | | | | 26 | | |
Life Sciences Tools & Services | | | 121 | | | | — | | | | — | | | | 121 | | |
Machinery | | | — | | | | 14 | | | | — | | | | 14 | | |
Marine | | | — | | | | 47 | | | | — | | | | 47 | | |
Media | | | 34 | | | | — | | | | — | | | | 34 | | |
Metals & Mining | | | 44 | | | | — | | | | — | | | | 44 | | |
Multi-Line Retail | | | 2 | | | | — | | | | — | | | | 2 | | |
Multi-Utilities | | | 75 | | | | — | | | | — | | | | 75 | | |
Oil, Gas & Consumable Fuels | | | 30 | | | | — | | | | — | | | | 30 | | |
Personal Products | | | — | | | | 18 | | | | — | | | | 18 | | |
Pharmaceuticals | | | 391 | | | | 7 | | | | — | | | | 398 | | |
Professional Services | | | 14 | | | | — | | | | — | | | | 14 | | |
Real Estate Management & Development | | | 86 | | | | 3 | | | | — | | | | 89 | | |
Road & Rail | | | 347 | | | | — | | | | — | | | | 347 | | |
Semiconductors & Semiconductor Equipment | | | 200 | | | | 177 | | | | — | | | | 377 | | |
Software | | | 1,511 | | | | 2 | | | | — | | | | 1,513 | | |
Specialty Retail | | | 149 | | | | — | | | | — | | | | 149 | | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Textiles, Apparel & Luxury Goods | | $ | 60 | | | $ | 552 | | | $ | — | | | $ | 612 | | |
Trading Companies & Distributors | | | 5 | | | | — | | | | — | | | | 5 | | |
Transportation Infrastructure | | | 2 | | | | — | | | | — | | | | 2 | | |
Total Common Stocks | | | 7,731 | | | | 2,427 | | | | — | | | | 10,158 | | |
Preferred Stock | |
Software | | | — | | | | — | | | | 35 | | | | 35 | | |
Investment Companies | | | 67 | | | | 13 | | | | — | | | | 80 | | |
Warrants | | | — | @ | | | — | | | | — | | | | — | @ | |
Call Options Purchased | | | — | | | | 4 | | | | — | | | | 4 | | |
Short-Term Investment | |
Investment Company | | | 204 | | | | — | | | | — | | | | 204 | | |
Total Assets | | | 8,002 | | | | 2,444 | | | | 35 | | | | 10,481 | | |
Liabilities: | |
Derivative Contract — PIPE | | | — | | | | — | | | | (5 | ) | | | (5 | ) | |
Total | | $ | 8,002 | | | $ | 2,444 | | | $ | 30 | | | $ | 10,476 | | |
@ Value is less than $500.
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Preferred Stock (000) | | Derivative Contract — PIPE (000) | |
Beginning Balance | | $ | 45 | | | $ | (— | @) | |
Purchases | | | — | | | | — | | |
Sales | | | — | | | | — | | |
PIPE transactions | | | — | | | | (5 | ) | |
Amortization of discount | | | — | | | | — | | |
Transfers in | | | — | | | | — | | |
Transfers out | | | — | | | | — | | |
Corporate actions | | | — | | | | — | | |
Change in unrealized appreciation (depreciation) | | | (10 | ) | | | — | | |
Realized gains (losses) | | | — | | | | — | | |
Ending Balance | | $ | 35 | | | $ | (5 | ) | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022 | | $ | (10 | ) | | $ | (5 | ) | |
@ Amount is less than $500.
The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2022. Various valuation techniques were used in the valuation of certain investments and weighted based on the level of significance. The Fund calculated the weighted averages of the unobservable inputs relative to each investment's fair value as of June 30, 2022:
| | Fair Value at June 30, 2022 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
Preferred Stock | | $ | 35 | | | Discounted Cash Flow | | Weighted Average Cost of Capital Perpetual Growth Rate | | | 13.5% 3.5% | | | Decrease Increase | |
| | | | Market Comparable Companies | | Enterprise Value/ Revenue | | | 25.0x | | | Increase | |
| | | | | | Discount for Lack of Marketability | | | 14.0% | | | Decrease | |
PIPE | | $ | (5 | ) | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | |
14.0% | | |
Decrease | |
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange
rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a
premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2022, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Consolidated Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following tables set forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 4 | (a) | |
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
| | Liability Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Depreciation on Derivative Contract — PIPE | | Equity Risk | | $ | (5 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (31 | )(b) | |
(b) Amounts are included in Realized Loss on Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | 14 | (c) | |
Equity Risk | | Derivative Contract — PIPE | | | (5 | ) | |
Total | | | | $ | 9 | | |
(c) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets (000) | | Liabilities (000) | |
Purchased Options | | $ | 4 | (a)(d) | | $ | — | | |
Derivative Contract — PIPE | | | — | | | | (5 | )(e) | |
Total | | $ | 4 | | | $ | (5 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
(e) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other
things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | 4 | | | $ | — | | | $ | — | | | $ | 4 | | |
JP Morgan Chase Bank NA | | | — | @ | | | — | | | | — | | | | — | @ | |
Total | | $ | 4 | | | $ | — | | | $ | — | | | $ | 4 | | |
@ Value is less than $500.
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 13,141,000 | | |
Derivative Contract — PIPE: | |
Average monthly notional amount | | $ | 39,000 | | |
5. Restricted Securities: The Fund invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Fund may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Fund can sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and the acquirer of the securities. The Fund would, in either case, bear market risks during that period. Restricted securities are identified in the Consolidated Portfolio of Investments.
6. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
7. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
8. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash
dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
| 0.80 | % | | | 0.75 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.00% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.05% for Class I shares, 1.40% for Class A shares, 2.15% for Class C shares and 1.00% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $66,000 of advisory fees were waived and approximately $100,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $5,218,000 and $7,779,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 2,042 | | | $ | 5,422 | | | $ | 7,260 | | | $ | 1 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 204 | | |
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
During the six months ended June 30, 2022, the Fund incurred less than $500 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator, Sub-Adviser and Distributor, for portfolio transactions executed on behalf of the Fund.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other
Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 2,976 | | | $ | 1,893 | | | $ | 442 | | | $ | 232 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, due to a nondeductible offering costs related to the Subsidiary, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | — | @ | | $ | (— | @) | |
@ Amount is less than $500.
At December 31, 2021, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | 10 | | | $ | — | | |
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2021, the Fund intends to
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post October Capital Losses (000) | |
$ | — | | | $ | 121 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 29.7%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The
price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs
may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser, Sub-Adviser and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one-year period but better than its peer group average for the three-year period and the period since the end of June 2018, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Fund's contractual management fee was higher than its peer group average, actual management fee was lower than its peer group average, and total expense ratio was higher than but close to its peer group average. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
32
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
33
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
34
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGCPTSAN
4878962 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Developing Opportunity Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 7 | | |
Consolidated Statements of Changes in Net Assets | | | 8 | | |
Consolidated Financial Highlights | | | 9 | | |
Notes to Consolidated Financial Statements | | | 13 | | |
Investment Advisory Agreement Approval | | | 22 | | |
Liquidity Risk Management Program | | | 24 | | |
U.S. Customer Privacy Notice | | | 25 | | |
Director and Officer Information | | | 28 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Developing Opportunity Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Expense Example
Developing Opportunity Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs, including redemption fees; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and redemption fees. Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Developing Opportunity Portfolio Class I | | $ | 1,000.00 | | | $ | 676.00 | | | $ | 1,019.09 | | | $ | 4.78 | | | $ | 5.76 | | | | 1.15 | % | |
Developing Opportunity Portfolio Class A | | | 1,000.00 | | | | 674.30 | | | | 1,017.41 | | | | 6.19 | | | | 7.45 | | | | 1.49 | | |
Developing Opportunity Portfolio Class C | | | 1,000.00 | | | | 671.90 | | | | 1,013.79 | | | | 9.20 | | | | 11.08 | | | | 2.22 | | |
Developing Opportunity Portfolio Class R6(1) | | | 1,000.00 | | | | 676.30 | | | | 1,019.39 | | | | 4.53 | | | | 5.46 | | | | 1.09 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments
Developing Opportunity Portfolio
| | Shares | | Value (000) | |
Common Stocks (94.7%) | |
Argentina (4.3%) | |
Globant SA (a) | | | 22,939 | | | $ | 3,991 | | |
Brazil (4.8%) | |
B3 SA — Brasil Bolsa Balcao | | | 668,674 | | | | 1,400 | | |
Magazine Luiza SA | | | 2,553,144 | | | | 1,142 | | |
NU Holdings Ltd., Class A (a) | | | 523,153 | | | | 1,957 | | |
| | | 4,499 | | |
China (37.5%) | |
360 DigiTech, Inc. | | | 84,348 | | | | 1,459 | | |
China East Education Holdings Ltd. (b) | | | 663,000 | | | | 352 | | |
China Resources Beer Holdings Co., Ltd. (b) | | | 226,000 | | | | 1,689 | | |
China Resources Mixc Lifestyle Services Ltd. (b) | | | 203,600 | | | | 1,012 | | |
Foshan Haitian Flavouring & Food Co., Ltd., Class A | | | 220,039 | | | | 2,978 | | |
Haidilao International Holding Ltd. (a)(b) | | | 1,245,000 | | | | 2,915 | | |
HUYA, Inc. ADR (a) | | | 196,868 | | | | 764 | | |
KE Holdings, Inc. ADR (a) | | | 203,574 | | | | 3,654 | | |
Kuaishou Technology (a)(b) | | | 290,200 | | | | 3,262 | | |
Kweichow Moutai Co., Ltd., Class A | | | 11,389 | | | | 3,483 | | |
Meituan, Class B (a)(b) | | | 223,800 | | | | 5,585 | | |
Shenzhou International Group Holdings Ltd. (b) | | | 128,500 | | | | 1,569 | | |
Tencent Holdings Ltd. (b) | | | 52,100 | | | | 2,358 | | |
Trip.com Group Ltd. ADR (a) | | | 127,217 | | | | 3,492 | | |
Yihai International Holding Ltd. (b) | | | 130,000 | | | | 469 | | |
| | | 35,041 | | |
India (20.6%) | |
HDFC Bank Ltd. | | | 415,988 | | | | 7,126 | | |
ICICI Bank Ltd. ADR | | | 377,188 | | | | 6,691 | | |
IndusInd Bank Ltd. | | | 315,493 | | | | 3,192 | | |
Shree Cement Ltd. | | | 6,971 | | | | 1,684 | | |
Zomato Ltd. (a) | | | 749,095 | | | | 514 | | |
| | | 19,207 | | |
Indonesia (2.1%) | |
Avia Avian Tbk PT | | | 35,138,500 | | | | 1,923 | | |
Korea, Republic of (6.0%) | |
KakaoBank Corp. (a) | | | 91,207 | | | | 2,131 | | |
NAVER Corp. | | | 18,591 | | | | 3,468 | | |
| | | 5,599 | | |
Mexico (1.4%) | |
Grupo Aeroportuario del Sureste SAB de CV, Class B | | | 65,550 | | | | 1,288 | | |
Singapore (3.7%) | |
Grab Holdings Ltd., Class A (a) | | | 843,417 | | | | 2,134 | | |
Sea Ltd. ADR (a) | | | 20,587 | | | | 1,376 | | |
| | | 3,510 | | |
Taiwan (5.9%) | |
Nien Made Enterprise Co., Ltd. | | | 80,000 | | | | 790 | | |
Silergy Corp. | | | 19,000 | | | | 1,536 | | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 199,000 | | | | 3,189 | | |
| | | 5,515 | | |
| | Shares | | Value (000) | |
United States (8.4%) | |
Coupang, Inc. (a) | | | 293,368 | | | $ | 3,740 | | |
MercadoLibre, Inc. (a) | | | 6,430 | | | | 4,095 | | |
| | | 7,835 | | |
Total Common Stocks (Cost $108,485) | | | 88,408 | | |
Investment Company (0.8%) | |
United States (0.8%) | |
Grayscale Bitcoin Trust (a) (Cost $2,794) | | | 60,795 | | | | 733 | | |
Short-Term Investment (2.9%) | |
Investment Company (2.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $2,738) | | | 2,737,517 | | | | 2,738 | | |
Total Investments Excluding Purchased Options (98.4%) (Cost $114,017) | | | 91,879 | | |
Total Purchased Options Outstanding (0.0%) (c) (Cost $871) | | | 2 | | |
Total Investments (98.4%) (Cost $114,888) (d)(e)(f) | | | 91,881 | | |
Other Assets in Excess of Liabilities (1.6%) | | | 1,524 | | |
Net Assets (100.0%) | | $ | 93,405 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) Security trades on the Hong Kong exchange.
(c) Amount is less than 0.05%.
(d) Securities are available for collateral in connection with purchased options.
(e) The approximate fair value and percentage of net assets, $51,225,000 and 54.8%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Consolidated Financial Statements.
(f) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $9,565,000 and the aggregate gross unrealized depreciation is approximately $32,572,000, resulting in net unrealized depreciation of approximately $23,007,000.
ADR American Depositary Receipt.
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Developing Opportunity Portfolio
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2022:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.31 | | | Aug-22 | | | 86,331,707 | | | | 86,332 | | | $ | 2 | | | $ | 586 | | | $ | (584 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.38 | | | Jul-22 | | | 53,625,517 | | | | 53,626 | | | | — | @ | | | 285 | | | | (285 | ) | |
| | | | | | | | | | | | $ | 2 | | | $ | 871 | | | $ | (869 | ) | |
@ Amount less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 29.1 | % | |
Banks | | | 23.0 | | |
Internet & Direct Marketing Retail | | | 15.2 | | |
Interactive Media & Services | | | 9.9 | | |
Hotels, Restaurants & Leisure | | | 7.0 | | |
Beverages | | | 5.6 | | |
Semiconductors & Semiconductor Equipment | | | 5.1 | | |
Real Estate Management & Development | | | 5.1 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Developing Opportunity Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $112,150) | | $ | 89,143 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $2,738) | | | 2,738 | | |
Total Investments in Securities, at Value (Cost $114,888) | | | 91,881 | | |
Foreign Currency, at Value (Cost $177) | | | 175 | | |
Cash | | | 800 | | |
Due from Broker | | | 490 | | |
Receivable for Fund Shares Sold | | | 369 | | |
Dividends Receivable | | | 142 | | |
Receivable from Affiliate | | | 1 | | |
Other Assets | | | 71 | | |
Total Assets | | | 93,929 | | |
Liabilities: | |
Payable for Investments Purchased | | | 182 | | |
Payable for Advisory Fees | | | 136 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 63 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 3 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 1 | | |
Payable for Fund Shares Redeemed | | | 65 | | |
Payable for Custodian Fees | | | 21 | | |
Payable for Professional Fees | | | 19 | | |
Payable for Administration Fees | | | 6 | | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 4 | | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6* | | | — | @ | |
Other Liabilities | | | 22 | | |
Total Liabilities | | | 524 | | |
Net Assets | | $ | 93,405 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 182,743 | | |
Total Accumulated Loss | | | (89,338 | ) | |
Net Assets | | $ | 93,405 | | |
CLASS I: | |
Net Assets | | $ | 82,742 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 10,386,993 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 7.97 | | |
CLASS A: | |
Net Assets | | $ | 6,116 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 773,344 | | |
Net Asset Value, Redemption Price Per Share | | $ | 7.91 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.44 | | |
Maximum Offering Price Per Share | | $ | 8.35 | | |
CLASS C: | |
Net Assets | | $ | 4,539 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 584,652 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 7.76 | | |
CLASS R6:* | |
Net Assets | | $ | 8 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,000 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 7.98 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Developing Opportunity Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $55 of Foreign Taxes Withheld) | | $ | 627 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 2 | | |
Total Investment Income | | | 629 | | |
Expenses: | |
Advisory Fees (Note B) | | | 691 | | |
Sub Transfer Agency Fees — Class I | | | 108 | | |
Sub Transfer Agency Fees — Class A | | | 5 | | |
Sub Transfer Agency Fees — Class C | | | 2 | | |
Professional Fees | | | 73 | | |
Custodian Fees (Note F) | | | 70 | | |
Administration Fees (Note C) | | | 61 | | |
Shareholder Services Fees — Class A (Note D) | | | 11 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 26 | | |
Registration Fees | | | 33 | | |
Shareholder Reporting Fees | | | 14 | | |
Transfer Agency Fees — Class I (Note E) | | | 2 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 3 | | |
Pricing Fees | | | 1 | | |
Interest Expenses | | | 5 | | |
Other Expenses | | | 12 | | |
Total Expenses | | | 1,120 | | |
Waiver of Advisory Fees (Note B) | | | (113 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (75 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (2 | ) | |
Net Expenses | | | 929 | | |
Net Investment Loss | | | (300 | ) | |
Realized Loss: | |
Investments Sold (Net of $174 of Capital Gain Country Tax) | | | (29,357 | ) | |
Foreign Currency Translation | | | (60 | ) | |
Net Realized Loss | | | (29,417 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $137) | | | (34,768 | ) | |
Foreign Currency Translation | | | (4 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (34,772 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (64,189 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (64,489 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Developing Opportunity Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (300 | ) | | $ | (2,324 | ) | |
Net Realized Loss | | | (29,417 | ) | | | (35,806 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (34,772 | ) | | | (28,196 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (64,489 | ) | | | (66,326 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 41,480 | | | | 144,045 | | |
Redeemed | | | (97,545 | ) | | | (122,034 | ) | |
Class A: | |
Subscribed | | | 1,434 | | | | 17,282 | | |
Redeemed | | | (3,608 | ) | | | (12,583 | ) | |
Class C: | |
Subscribed | | | 831 | | | | 6,936 | | |
Redeemed | | | (1,036 | ) | | | (3,551 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (58,444 | ) | | | 30,095 | | |
Redemption Fees | | | 6 | | | | 11 | | |
Total Decrease in Net Assets | | | (122,927 | ) | | | (36,220 | ) | |
Net Assets: | |
Beginning of Period | | | 216,332 | | | | 252,552 | | |
End of Period | | $ | 93,405 | | | $ | 216,332 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 4,141 | | | | 10,000 | | |
Shares Redeemed | | | (10,499 | ) | | | (9,457 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (6,358 | ) | | | 543 | | |
Class A: | |
Shares Subscribed | | | 141 | | | | 1,189 | | |
Shares Redeemed | | | (389 | ) | | | (978 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (248 | ) | | | 211 | | |
Class C: | |
Shares Subscribed | | | 98 | | | | 456 | | |
Shares Redeemed | | | (112 | ) | | | (268 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (14 | ) | | | 188 | | |
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Developing Opportunity Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Year Ended December 31, 2021 | | Period from February 14, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 11.79 | | | $ | 14.50 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.02 | ) | | | (0.10 | ) | | | (0.10 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (3.80 | ) | | | (2.61 | ) | | | 4.60 | | |
Total from Investment Operations | | | (3.82 | ) | | | (2.71 | ) | | | 4.50 | | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 7.97 | | | $ | 11.79 | | | $ | 14.50 | | |
Total Return(5) | | | (32.40 | )%(8) | | | (18.69 | )% | | | 45.00 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 82,742 | | | $ | 197,435 | | | $ | 234,923 | | |
Ratio of Expenses Before Expense Limitation | | | 1.40 | %(9) | | | 1.23 | % | | | 1.41 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 1.15 | %(6)(9) | | | 1.15 | %(6) | | | 1.14 | %(6)(9) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.15 | %(6)(9) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.34 | )%(6)(9) | | | (0.73 | )%(6) | | | (0.87 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.01 | %(9) | |
Portfolio Turnover Rate | | | 20 | %(8) | | | 64 | % | | | 18 | %(8) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Developing Opportunity Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Year Ended December 31, 2021 | | Period from February 14, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 11.73 | | | $ | 14.47 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.03 | ) | | | (0.14 | ) | | | (0.13 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (3.79 | ) | | | (2.60 | ) | | | 4.60 | | |
Total from Investment Operations | | | (3.82 | ) | | | (2.74 | ) | | | 4.47 | | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 7.91 | | | $ | 11.73 | | | $ | 14.47 | | |
Total Return(5) | | | (32.57 | )%(8) | | | (18.94 | )% | | | 44.70 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 6,116 | | | $ | 11,974 | | | $ | 11,721 | | |
Ratio of Expenses Before Expense Limitation | | | 1.65 | %(9) | | | 1.48 | % | | | 1.72 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 1.49 | %(6)(9) | | | 1.46 | %(6) | | | 1.44 | %(6)(9) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.49 | %(6)(9) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.64 | )%(6)(9) | | | (1.03 | )%(6) | | | (1.17 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.01 | %(9) | |
Portfolio Turnover Rate | | | 20 | %(8) | | | 64 | % | | | 18 | %(8) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Developing Opportunity Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Year Ended December 31, 2021 | | Period from February 14, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 11.55 | | | $ | 14.36 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.06 | ) | | | (0.24 | ) | | | (0.22 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (3.73 | ) | | | (2.57 | ) | | | 4.58 | | |
Total from Investment Operations | | | (3.79 | ) | | | (2.81 | ) | | | 4.36 | | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 7.76 | | | $ | 11.55 | | | $ | 14.36 | | |
Total Return(5) | | | (32.81 | )%(8) | | | (19.57 | )% | | | 43.60 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,539 | | | $ | 6,911 | | | $ | 5,893 | | |
Ratio of Expenses Before Expense Limitation | | | 2.40 | %(9) | | | 2.21 | % | | | 2.53 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 2.22 | %(6)(9) | | | 2.19 | %(6) | | | 2.24 | %(6)(9) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.22 | %(6)(9) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.32 | )%(6)(9) | | | (1.78 | )%(6) | | | (1.97 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.01 | %(9) | |
Portfolio Turnover Rate | | | 20 | %(8) | | | 64 | % | | | 18 | %(8) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Consolidated Financial Highlights
Developing Opportunity Portfolio
| | Class R6(1) | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Year Ended December 31, 2021 | | Period from February 14, 2020(2) to December 31, 2020(3) | |
Net Asset Value, Beginning of Period | | $ | 11.80 | | | $ | 14.51 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(4) | | | (0.01 | ) | | | (0.10 | ) | | | (0.07 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (3.81 | ) | | | (2.61 | ) | | | 4.58 | | |
Total from Investment Operations | | | (3.82 | ) | | | (2.71 | ) | | | 4.51 | | |
Redemption Fees | | | 0.00 | (5) | | | 0.00 | (5) | | | 0.00 | (5) | |
Net Asset Value, End of Period | | $ | 7.98 | | | $ | 11.80 | | | $ | 14.51 | | |
Total Return(6) | | | (32.37 | )%(9) | | | (18.68 | )% | | | 45.10 | %(9) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8 | | | $ | 12 | | | $ | 15 | | |
Ratio of Expenses Before Expense Limitation | | | 20.75 | %(10) | | | 17.42 | % | | | 17.67 | %(10) | |
Ratio of Expenses After Expense Limitation | | | 1.09 | %(7)(10) | | | 1.10 | %(7) | | | 1.09 | %(7)(10) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.09 | %(7)(10) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.19 | )%(7)(10) | | | (0.69 | )%(7) | | | (0.67 | )%(7)(10) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(8)(10) | | | 0.00 | %(8) | | | 0.01 | %(10) | |
Portfolio Turnover Rate | | | 20 | %(9) | | | 64 | % | | | 18 | %(9) | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Commencement of Operations.
(3) Not consolidated.
(4) Per share amount is based on average shares outstanding.
(5) Amount is less than $0.005 per share.
(6) Calculated based on the net asset value as of the last business day of the period.
(7) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(8) Amount is less than 0.005%.
(9) Not annualized.
(10) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Developing Opportunity Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class R6. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Developing Opportunity Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2022, the Subsidiary represented approximately $926,000 or approximately 0.99% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no
more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities
as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Banks | | $ | 8,648 | | | $ | 12,449 | | | $ | — | | | $ | 21,097 | | |
Beverages | | | — | | | | 5,172 | | | | — | | | | 5,172 | | |
Capital Markets | | | 1,400 | | | | — | | | | — | | | | 1,400 | | |
Chemicals | | | — | | | | 1,923 | | | | — | | | | 1,923 | | |
Construction Materials | | | — | | | | 1,684 | | | | — | | | | 1,684 | | |
Consumer Finance | | | 1,459 | | | | — | | | | — | | | | 1,459 | | |
Diversified Consumer Services | | | — | | | | 352 | | | | — | | | | 352 | | |
Entertainment | | | 2,140 | | | | — | | | | — | | | | 2,140 | | |
Food Products | | | — | | | | 3,447 | | | | — | | | | 3,447 | | |
Hotels, Restaurants & Leisure | | | 3,492 | | | | 2,915 | | | | — | | | | 6,407 | | |
Household Durables | | | — | | | | 790 | | | | — | | | | 790 | | |
Information Technology Services | | | 3,991 | | | | — | | | | — | | | | 3,991 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Interactive Media & Services | | $ | — | | | $ | 9,088 | | | $ | — | | | $ | 9,088 | | |
Internet & Direct Marketing Retail | | | 7,835 | | | | 6,099 | | | | — | | | | 13,934 | | |
Multi-Line Retail | | | 1,142 | | | | — | | | | — | | | | 1,142 | | |
Real Estate Management & Development | | | 3,654 | | | | 1,012 | | | | — | | | | 4,666 | | |
Road & Rail | | | 2,134 | | | | — | | | | — | | | | 2,134 | | |
Semiconductors & Semiconductor Equipment | | | — | | | | 4,725 | | | | — | | | | 4,725 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 1,569 | | | | — | | | | 1,569 | | |
Transportation Infrastructure | | | 1,288 | | | | — | | | | — | | | | 1,288 | | |
Total Common Stocks | | | 37,183 | | | | 51,225 | | | | — | | | | 88,408 | | |
Investment Company | | | 733 | | | | — | | | | — | | | | 733 | | |
Call Options Purchased | | | — | | | | 2 | | | | — | | | | 2 | | |
Short-Term Investment | |
Investment Company | | | 2,738 | | | | — | | | | — | | | | 2,738 | | |
Total Assets | | $ | 40,654 | | | $ | 51,227 | | | $ | — | | | $ | 91,881 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose
value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2022:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 2 | (a) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following table sets forth by primary risk exposure the Fund's change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2022 in accordance with ASC 815:
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (174 | )(b) | |
(b) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2022, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets(c) (000) | | Liabilities(c) (000) | |
Purchased Options | | $ | 2 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(c) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2022:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(d) (000) | | Net Amount (not less than $0) (000) | |
JP Morgan Chase Bank NA | | $ | 2 | | | $ | — | | | $ | (2 | ) | | $ | 0 | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.
For the six months ended June 30, 2022, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 139,957,000 | | |
5. Redemption Fees: The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class C shares and Class R6 shares, which is paid directly to the Fund, for shares redeemed or exchanged within thirty days of purchase, subject to certain exceptions. The redemption
fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading. These fees, if any, are included in the Consolidated Statements of Changes in Net Assets.
6. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
7. Dividends and Distributions to Shareholders: Dividend and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
8. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
0.90% | | 0.85% | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.75% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.15% for Class I shares, 1.50% for Class A shares, 2.25% for Class C shares and 1.10% for Class R6 shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $113,000 of advisory fees were waived and approximately $76,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $30,491,000 and $91,549,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $2,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 5,051 | | | $ | 46,247 | | | $ | 48,560 | | | $ | 2 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 2,738 | | |
During the six months ended June 30, 2022, the Fund incurred less than $500 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator, Sub-Adviser and Distributor, for portfolio transactions executed on behalf of the Fund.
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the two-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. There were no distributions paid during fiscal years 2021 and 2020.
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 3,024 | | | $ | (3,024 | ) | |
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
At December 31, 2021, the Fund had no distributable earnings on a tax basis.
At December 31, 2021, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $29,534,000 and $1,121,000, respectively, that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 74.5%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such
bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser, Sub-Adviser and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group averages for the one-year period and the period since the middle of February 2020, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the management fee and total expense ratio were higher than but close to the Fund's peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other Important Information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
28
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIDOSAN
4877706 EXP 08.31.23
Morgan Stanley Institutional Fund, Inc.
Emerging Markets Leaders Portfolio
Semi-Annual Report
June 30, 2022
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 10 | | |
Notes to Financial Statements | | | 15 | | |
Investment Advisory Agreement Approval | | | 22 | | |
Liquidity Risk Management Program | | | 24 | | |
U.S. Customer Privacy Notice | | | 25 | | |
Director and Officer Information | | | 28 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Emerging Markets Leaders Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2022
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Expense Example
Emerging Markets Leaders Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs, including redemption fees; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2022 and held for the entire six-month period.
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and redemption fees. Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value 1/1/22 | | Actual Ending Account Value 6/30/22 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Emerging Markets Leaders Portfolio Class I | | $ | 1,000.00 | | | $ | 684.40 | | | $ | 1,018.94 | | | $ | 4.93 | | | $ | 5.91 | | | | 1.18 | % | |
Emerging Markets Leaders Portfolio Class A | | | 1,000.00 | | | | 683.00 | | | | 1,017.36 | | | | 6.26 | | | | 7.50 | | | | 1.50 | | |
Emerging Markets Leaders Portfolio Class C | | | 1,000.00 | | | | 680.40 | | | | 1,013.74 | | | | 9.29 | | | | 11.13 | | | | 2.23 | | |
Emerging Markets Leaders Portfolio Class R6(1) | | | 1,000.00 | | | | 684.50 | | | | 1,019.34 | | | | 4.59 | | | | 5.51 | | | | 1.10 | | |
Emerging Markets Leaders Portfolio Class IR | | | 1,000.00 | | | | 684.50 | | | | 1,019.34 | | | | 4.59 | | | | 5.51 | | | | 1.10 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Portfolio of Investments
Emerging Markets Leaders Portfolio
| | Shares | | Value (000) | |
Common Stocks (92.6%) | |
Argentina (4.2%) | |
Globant SA (a) | | | 73,704 | | | $ | 12,825 | | |
Brazil (0.9%) | |
Pagseguro Digital Ltd., Class A (a) | | | 275,047 | | | | 2,816 | | |
China (26.4%) | |
BYD Co., Ltd. H Shares (b) | | | 177,000 | | | | 7,135 | | |
Contemporary Amperex Technology Co. Ltd. | | | 21,500 | | | | 1,722 | | |
Kingdee International Software Group Co., Ltd. (a)(b) | | | 4,850,000 | | | | 11,427 | | |
Li Ning Co., Ltd. (b) | | | 2,769,500 | | | | 25,787 | | |
Proya Cosmetics Co. Ltd., Class A | | | 570,428 | | | | 14,080 | | |
Shenzhou International Group Holdings Ltd. (b) | | | 688,800 | | | | 8,407 | | |
Wuliangye Yibin Co., Ltd., Class A | | | 395,189 | | | | 11,948 | | |
| | | 80,506 | | |
Germany (3.4%) | |
Delivery Hero SE (a) | | | 274,931 | | | | 10,372 | | |
India (27.1%) | |
Aarti Industries Ltd. | | | 1,537,300 | | | | 13,654 | | |
AU Small Finance Bank Ltd. (a) | | | 1,734,482 | | | | 13,053 | | |
Avenue Supermarts Ltd. (a) | | | 3,321 | | | | 144 | | |
Bajaj Finance Ltd. | | | 274,559 | | | | 18,892 | | |
Dixon Technologies India Ltd. | | | 146,390 | | | | 6,654 | | |
ICICI Bank Ltd. | | | 1,460,346 | | | | 13,120 | | |
IIFL Wealth Management Ltd. | | | 341,710 | | | | 6,428 | | |
KEI Industries Ltd. | | | 238,585 | | | | 3,499 | | |
SBI Cards & Payment Services Ltd. | | | 162,389 | | | | 1,584 | | |
SRF Ltd. | | | 191,358 | | | | 5,480 | | |
| | | 82,508 | | |
Netherlands (0.5%) | |
ASM International NV | | | 6,363 | | | | 1,583 | | |
Singapore (3.5%) | |
Sea Ltd. ADR (a) | | | 105,159 | | | | 7,031 | | |
TDCX, Inc. ADR (a) | | | 392,451 | | | | 3,630 | | |
| | | 10,661 | | |
Taiwan (16.1%) | |
Chailease Holding Co., Ltd. | | | 1,153,900 | | | | 8,096 | | |
Silergy Corp. | | | 122,000 | | | | 9,865 | | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 1,087,000 | | | | 17,421 | | |
Voltronic Power Technology Corp. | | | 278,334 | | | | 13,502 | | |
| | | 48,884 | | |
United States (10.5%) | |
MercadoLibre, Inc. (a) | | | 24,330 | | | | 15,495 | | |
NIKE, Inc., Class B | | | 88,540 | | | | 9,049 | | |
NVIDIA Corp. | | | 4,754 | | | | 721 | | |
Thoughtworks Holding, Inc. (a) | | | 480,941 | | | | 6,786 | | |
| | | 32,051 | | |
Total Common Stocks (Cost $343,920) | | | 282,206 | | |
| | Shares | | Value (000) | |
Short-Term Investment (7.3%) | |
Investment Company (7.3%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $22,367) | | | 22,367,161 | | | $ | 22,367 | | |
Total Investments (99.9%) (Cost $366,287) (c)(d) | | | 304,573 | | |
Other Assets in Excess of Liabilities (0.1%) | | | 308 | | |
Net Assets (100.0%) | | $ | 304,881 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) Security trades on the Hong Kong exchange.
(c) The approximate fair value and percentage of net assets, $223,853,000 and 73.4%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to the Financial Statements.
(d) At June 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $16,798,000 and the aggregate gross unrealized depreciation is approximately $78,512,000, resulting in net unrealized depreciation of approximately $61,714,000.
ADR American Depositary Receipt.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 24.0 | % | |
Textiles, Apparel & Luxury Goods | | | 14.2 | | |
Semiconductors & Semiconductor Equipment | | | 9.7 | | |
Banks | | | 8.6 | | |
Information Technology Services | | | 8.6 | | |
Internet & Direct Marketing Retail | | | 8.5 | | |
Short-Term Investments | | | 7.3 | | |
Consumer Finance | | | 6.7 | | |
Chemicals | | | 6.3 | | |
Electrical Equipment | | | 6.1 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Emerging Markets Leaders Portfolio
Statement of Assets and Liabilities | | June 30, 2022 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $343,920) | | $ | 282,206 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $22,367) | | | 22,367 | | |
Total Investments in Securities, at Value (Cost $366,287) | | | 304,573 | | |
Foreign Currency, at Value (Cost $945) | | | 944 | | |
Receivable for Fund Shares Sold | | | 733 | | |
Dividends Receivable | | | 452 | | |
Receivable for Investments Sold | | | 440 | | |
Receivable from Affiliate | | | 16 | | |
Tax Reclaim Receivable | | | 8 | | |
Other Assets | | | 179 | | |
Total Assets | | | 307,345 | | |
Liabilities: | |
Payable for Investments Purchased | | | 1,477 | | |
Payable for Advisory Fees | | | 631 | | |
Payable for Fund Shares Redeemed | | | 255 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 19 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 4 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 1 | | |
Payable for Administration Fees | | | 20 | | |
Payable for Custodian Fees | | | 16 | | |
Deferred Capital Gain Country Tax | | | 14 | | |
Payable for Shareholder Services Fees — Class A | | | 3 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 4 | | |
Payable for Professional Fees | | | 7 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6* | | | 1 | | |
Payable for Transfer Agency Fees — Class IR | | | 1 | | |
Payable to the Advisor | | | 2 | | |
Other Liabilities | | | 7 | | |
Total Liabilities | | | 2,464 | | |
Net Assets | | $ | 304,881 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 409,272 | | |
Total Accumulated Loss | | | (104,391 | ) | |
Net Assets | | $ | 304,881 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Emerging Markets Leaders Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2022 (000) | |
CLASS I: | |
Net Assets | | $ | 274,886 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 20,322,213 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.53 | | |
CLASS A: | |
Net Assets | | $ | 15,694 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,186,349 | | |
Net Asset Value, Redemption Price Per Share | | $ | 13.23 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.73 | | |
Maximum Offering Price Per Share | | $ | 13.96 | | |
CLASS C: | |
Net Assets | | $ | 4,683 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 372,142 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.58 | | |
CLASS R6:* | |
Net Assets | | $ | 9,611 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 708,604 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.56 | | |
CLASS IR: | |
Net Assets | | $ | 7 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 517 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.56 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Emerging Markets Leaders Portfolio
Statement of Operations | | Six Months Ended June 30, 2022 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $113 of Foreign Taxes Withheld) | | $ | 1,203 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 31 | | |
Total Investment Income | | | 1,234 | | |
Expenses: | |
Advisory Fees (Note B) | | | 1,600 | | |
Administration Fees (Note C) | | | 142 | | |
Sub Transfer Agency Fees — Class I | | | 127 | | |
Sub Transfer Agency Fees — Class A | | | 12 | | |
Sub Transfer Agency Fees — Class C | | | 3 | | |
Custodian Fees (Note F) | | | 93 | | |
Professional Fees | | | 83 | | |
Registration Fees | | | 81 | | |
Shareholder Services Fees — Class A (Note D) | | | 24 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 31 | | |
Shareholder Reporting Fees | | | 22 | | |
Transfer Agency Fees — Class I (Note E) | | | 2 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6* (Note E) | | | 2 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 4 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 8 | | |
Total Expenses | | | 2,238 | | |
Waiver of Advisory Fees (Note B) | | | (78 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (7 | ) | |
Reimbursement of Class Specific Expenses — Class R6* (Note B) | | | (2 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Net Expenses | | | 2,150 | | |
Net Investment Loss | | | (916 | ) | |
Realized Loss: | |
Investments Sold (Net of $1,362 of Capital Gain Country Tax) | | | (23,504 | ) | |
Foreign Currency Translation | | | (146 | ) | |
Net Realized Loss | | | (23,650 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $2,773) | | | (115,480 | ) | |
Foreign Currency Translation | | | (5 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (115,485 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (139,135 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (140,051 | ) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Emerging Markets Leaders Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (916 | ) | | $ | (2,586 | ) | |
Net Realized Loss | | | (23,650 | ) | | | (17,779 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (115,485 | ) | | | 10,560 | | |
Net Decrease in Net Assets Resulting from Operations | | | (140,051 | ) | | | (9,805 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (264 | ) | |
Class A | | | — | | | | (22 | ) | |
Class C | | | — | | | | (7 | ) | |
Class R6* | | | — | | | | (34 | ) | |
Class IR | | | — | | | | (— | @)(a) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (327 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 191,973 | | | | 380,088 | | |
Distributions Reinvested | | | — | | | | 260 | | |
Redeemed | | | (135,724 | ) | | | (112,693 | ) | |
Class A: | |
Subscribed | | | 5,157 | | | | 31,404 | | |
Distributions Reinvested | | | — | | | | 22 | | |
Redeemed | | | (6,725 | ) | | | (13,039 | ) | |
Class C: | |
Subscribed | | | 670 | | | | 7,286 | | |
Distributions Reinvested | | | — | | | | 7 | | |
Redeemed | | | (1,641 | ) | | | (2,119 | ) | |
Class R6:* | |
Subscribed | | | 52 | | | | 13,947 | | |
Distributions Reinvested | | | — | | | | 34 | | |
Redeemed | | | (22,926 | ) | | | (14 | ) | |
Class IR: | |
Subscribed | | | — | | | | 10 | | |
Distributions Reinvested | | | — | | | | — | @(a) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 30,836 | | | | 305,193 | | |
Redemption Fees | | | 7 | | | | 13 | | |
Total Increase (Decrease) in Net Assets | | | (109,208 | ) | | | 295,074 | | |
Net Assets: | |
Beginning of Period | | | 414,089 | | | | 119,015 | | |
End of Period | | $ | 304,881 | | | $ | 414,089 | | |
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Emerging Markets Leaders Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2022 (unaudited) (000) | | Year Ended December 31, 2021 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 11,841 | | | | 18,584 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 14 | | |
Shares Redeemed | | | (8,673 | ) | | | (5,584 | ) | |
Net Increase in Class I Shares Outstanding | | | 3,168 | | | | 13,014 | | |
Class A: | |
Shares Subscribed | | | 331 | | | | 1,530 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (436 | ) | | | (654 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (105 | ) | | | 877 | | |
Class C: | |
Shares Subscribed | | | 44 | | | | 372 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (116 | ) | | | (112 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (72 | ) | | | 260 | | |
Class R6:* | |
Shares Subscribed | | | 4 | | | | 704 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2 | | |
Shares Redeemed | | | (1,400 | ) | | | (1 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | (1,396 | ) | | | 705 | | |
Class IR: | |
Shares Subscribed | | | — | | | | 1 | (a) | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@(a) | |
Net Increase in Class IR Shares Outstanding | | | — | | | | 1 | (a) | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(a) For the period April 12, 2021 to December 31, 2021.
@ Amount is less than $500.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class I | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 19.77 | | | $ | 19.43 | | | $ | 12.70 | | | $ | 10.38 | | | $ | 12.14 | | | $ | 9.73 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | (0.04 | ) | | | (0.19 | ) | | | (0.11 | ) | | | (0.02 | ) | | | 0.03 | | | | 0.08 | | |
Net Realized and Unrealized Gain (Loss) | | | (6.20 | ) | | | 0.55 | | | | 7.62 | | | | 2.78 | | | | (1.74 | ) | | | 2.45 | | |
Total from Investment Operations | | | (6.24 | ) | | | 0.36 | | | | 7.51 | | | | 2.76 | | | | (1.71 | ) | | | 2.53 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | | | (0.08 | ) | |
Net Realized Gain | | | — | | | | (0.02 | ) | | | (0.78 | ) | | | (0.44 | ) | | | (0.04 | ) | | | (0.04 | ) | |
Total Distributions | | | — | | | | (0.02 | ) | | | (0.78 | ) | | | (0.44 | ) | | | (0.05 | ) | | | (0.12 | ) | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 13.53 | | | $ | 19.77 | | | $ | 19.43 | | | $ | 12.70 | | | $ | 10.38 | | | $ | 12.14 | | |
Total Return(3) | | | (31.56 | )%(6) | | | 1.84 | % | | | 59.36 | % | | | 26.63 | % | | | (14.12 | )% | | | 26.01 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 274,886 | | | $ | 339,152 | | | $ | 80,465 | | | $ | 32,651 | | | $ | 39,206 | | | $ | 73,273 | | |
Ratio of Expenses Before Expense Limitation | | | 1.23 | %(7) | | | 1.23 | % | | | 1.47 | % | | | 1.57 | % | | | 1.48 | % | | | 1.43 | % | |
Ratio of Expenses After Expense Limitation | | | 1.18 | %(4)(7) | | | 1.18 | %(4) | | | 1.15 | %(4) | | | 1.17 | %(4) | | | 1.17 | %(4) | | | 1.11 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.18 | %(4) | | | N/A | | | | 1.16 | %(4) | | | 1.16 | %(4) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.47 | )%(4)(7) | | | (0.92 | )%(4) | | | (0.73 | )%(4) | | | (0.14 | )%(4) | | | 0.29 | %(4) | | | 0.67 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 33 | %(6) | | | 27 | % | | | 57 | % | | | 58 | % | | | 47 | % | | | 79 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class A | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 19.37 | | | $ | 19.09 | | | $ | 12.53 | | | $ | 10.29 | | | $ | 12.06 | | | $ | 9.67 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | (0.06 | ) | | | (0.24 | ) | | | (0.17 | ) | | | (0.05 | ) | | | (0.00 | )(2) | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | (6.08 | ) | | | 0.54 | | | | 7.51 | | | | 2.73 | | | | (1.73 | ) | | | 2.44 | | |
Total from Investment Operations | | | (6.14 | ) | | | 0.30 | | | | 7.34 | | | | 2.68 | | | | (1.73 | ) | | | 2.46 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (0.02 | ) | | | (0.78 | ) | | | (0.44 | ) | | | (0.04 | ) | | | (0.04 | ) | |
Total Distributions | | | — | | | | (0.02 | ) | | | (0.78 | ) | | | (0.44 | ) | | | (0.04 | ) | | | (0.07 | ) | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 13.23 | | | $ | 19.37 | | | $ | 19.09 | | | $ | 12.53 | | | $ | 10.29 | | | $ | 12.06 | | |
Total Return(3) | | | (31.70 | )%(6) | | | 1.56 | % | | | 58.81 | % | | | 26.08 | % | | | (14.41 | )% | | | 25.46 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 15,694 | | | $ | 25,015 | | | $ | 7,925 | | | $ | 1,191 | | | $ | 1,024 | | | $ | 1,102 | | |
Ratio of Expenses Before Expense Limitation | | | 1.54 | %(7) | | | 1.52 | % | | | 1.82 | % | | | 2.04 | % | | | 1.93 | % | | | 2.01 | % | |
Ratio of Expenses After Expense Limitation | | | 1.50 | %(4)(7) | | | 1.47 | %(4) | | | 1.50 | %(4) | | | 1.55 | %(4) | | | 1.55 | %(4) | | | 1.54 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.47 | %(4) | | | N/A | | | | 1.54 | %(4) | | | 1.54 | %(4) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.83 | )%(4)(7) | | | (1.21 | )%(4) | | | (1.13 | )%(4) | | | (0.45 | )%(4) | | | (0.04 | )%(4) | | | 0.18 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 33 | %(6) | | | 27 | % | | | 57 | % | | | 58 | % | | | 47 | % | | | 79 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class C | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 18.49 | | | $ | 18.37 | | | $ | 12.17 | | | $ | 10.08 | | | $ | 11.90 | | | $ | 9.59 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(1) | | | (0.12 | ) | | | (0.38 | ) | | | (0.27 | ) | | | (0.13 | ) | | | (0.09 | ) | | | (0.06 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (5.79 | ) | | | 0.52 | | | | 7.25 | | | | 2.66 | | | | (1.69 | ) | | | 2.41 | | |
Total from Investment Operations | | | (5.91 | ) | | | 0.14 | | | | 6.98 | | | | 2.53 | | | | (1.78 | ) | | | 2.35 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.02 | ) | | | (0.78 | ) | | | (0.44 | ) | | | (0.04 | ) | | | (0.04 | ) | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 12.58 | | | $ | 18.49 | | | $ | 18.37 | | | $ | 12.17 | | | $ | 10.08 | | | $ | 11.90 | | |
Total Return(3) | | | (31.96 | )%(6) | | | 0.75 | % | | | 57.59 | % | | | 25.14 | % | | | (15.02 | )% | | | 24.53 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,683 | | | $ | 8,220 | | | $ | 3,395 | | | $ | 1,007 | | | $ | 780 | | | $ | 926 | | |
Ratio of Expenses Before Expense Limitation | | | 2.27 | %(7) | | | 2.29 | % | | | 2.63 | % | | | 2.82 | % | | | 2.75 | % | | | 2.80 | % | |
Ratio of Expenses After Expense Limitation | | | 2.23 | %(4)(7) | | | 2.24 | %(4) | | | 2.29 | %(4) | | | 2.30 | %(4) | | | 2.30 | %(4) | | | 2.29 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.24 | %(4) | | | N/A | | | | 2.29 | %(4) | | | 2.29 | %(4) | | | N/A | | |
Ratio of Net Investment Loss | | | (1.58 | )%(4)(7) | | | (1.98 | )%(4) | | | (1.88 | )%(4) | | | (1.18 | )%(4) | | | (0.83 | )%(4) | | | (0.49 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 33 | %(6) | | | 27 | % | | | 57 | % | | | 58 | % | | | 47 | % | | | 79 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2022 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | |
Net Asset Value, Beginning of Period | | $ | 19.81 | | | $ | 19.45 | | | $ | 12.71 | | | $ | 10.38 | | | $ | 12.14 | | | $ | 9.73 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.05 | ) | | | (0.17 | ) | | | (0.09 | ) | | | 0.00 | (3) | | | 0.04 | | | | 0.08 | | |
Net Realized and Unrealized Gain (Loss) | | | (6.20 | ) | | | 0.55 | | | | 7.61 | | | | 2.77 | | | | (1.74 | ) | | | 2.45 | | |
Total from Investment Operations | | | (6.25 | ) | | | 0.38 | | | | 7.52 | | | | 2.77 | | | | (1.70 | ) | | | 2.53 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.02 | ) | | | (0.08 | ) | |
Net Realized Gain | | | — | | | | (0.02 | ) | | | (0.78 | ) | | | (0.44 | ) | | | (0.04 | ) | | | (0.04 | ) | |
Total Distributions | | | — | | | | (0.02 | ) | | | (0.78 | ) | | | (0.44 | ) | | | (0.06 | ) | | | (0.12 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 13.56 | | | $ | 19.81 | | | $ | 19.45 | | | $ | 12.71 | | | $ | 10.38 | | | $ | 12.14 | | |
Total Return(4) | | | (31.55 | )%(7) | | | 1.94 | % | | | 59.39 | % | | | 26.73 | % | | | (14.03 | )% | | | 26.02 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 9,611 | | | $ | 41,692 | | | $ | 27,230 | | | $ | 19,838 | | | $ | 12,779 | | | $ | 14,868 | | |
Ratio of Expenses Before Expense Limitation | | | 1.16 | %(8) | | | 1.16 | % | | | 1.42 | % | | | 1.53 | % | | | 1.44 | % | | | 1.42 | % | |
Ratio of Expenses After Expense Limitation | | | 1.10 | %(5)(8) | | | 1.10 | %(5) | | | 1.09 | %(5) | | | 1.10 | %(5) | | | 1.10 | %(5) | | | 1.09 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.10 | %(5) | | | N/A | | | | 1.09 | %(5) | | | 1.09 | %(5) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.63 | )%(5)(8) | | | (0.84 | )%(5) | | | (0.65 | )%(5) | | | 0.00 | %(5) | | | 0.38 | %(5) | | | 0.72 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 33 | %(7) | | | 27 | % | | | 57 | % | | | 58 | % | | | 47 | % | | | 79 | % | |
(1) Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class IR | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2022 (unaudited) | | Period from April 12, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 19.81 | | | $ | 19.37 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.03 | ) | | | (0.12 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (6.22 | ) | | | 0.58 | | |
Total from Investment Operations | | | (6.25 | ) | | | 0.46 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.02 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 13.56 | | | $ | 19.81 | | |
Total Return(4) | | | (31.55 | )%(7) | | | 2.36 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 7 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 14.53 | %(8) | | | 14.15 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.10 | %(5)(8) | | | 1.10 | %(5)(8) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.10 | %(5)(8) | |
Ratio of Net Investment Loss | | | (0.40 | )%(5)(8) | | | (0.80 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 33 | %(7) | | | 27 | % | |
(1) Commencement of Offering.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements
Morgan Stanley Institutional Fund, Inc. (the "Company") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Company is comprised of thirty-one separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Emerging Markets Leaders Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers five classes of shares — Class I, Class A, Class C, Class R6 and Class IR. On April 12, 2021, the Fund commenced offering Class IR shares. Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price
from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE").
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair
value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2022:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Automobiles | | $ | — | | | $ | 7,135 | | | $ | — | | | $ | 7,135 | | |
Banks | | | — | | | | 26,173 | | | | — | | | | 26,173 | | |
Beverages | | | — | | | | 11,948 | | | | — | | | | 11,948 | | |
Capital Markets | | | — | | | | 6,428 | | | | — | | | | 6,428 | | |
Chemicals | | | — | | | | 19,134 | | | | — | | | | 19,134 | | |
Consumer Finance | | | — | | | | 20,476 | | | | — | | | | 20,476 | | |
Diversified Financial Services | | | — | | | | 8,096 | | | | — | | | | 8,096 | | |
Electrical Equipment | | | — | | | | 18,723 | | | | — | | | | 18,723 | | |
Entertainment | | | 7,031 | | | | — | | | | — | | | | 7,031 | | |
Food & Staples Retailing | | | — | | | | 144 | | | | — | | | | 144 | | |
Household Durables | | | — | | | | 6,654 | | | | — | | | | 6,654 | | |
Information Technology Services | | | 26,057 | | | | — | | | | — | | | | 26,057 | | |
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Internet & Direct Marketing Retail | | $ | 15,495 | | | $ | 10,372 | | | $ | — | | | $ | 25,867 | | |
Personal Products | | | — | | | | 14,080 | | | | — | | | | 14,080 | | |
Semiconductors & Semiconductor Equipment | | | 721 | | | | 28,869 | | | | — | | | | 29,590 | | |
Software | | | — | | | | 11,427 | | | | — | | | | 11,427 | | |
Textiles, Apparel & Luxury Goods | | | 9,049 | | | | 34,194 | | | | — | | | | 43,243 | | |
Total Common Stocks | | | 58,353 | | | | 223,853 | | | | — | | | | 282,206 | | |
Short-Term Investment | |
Investment Company | | | 22,367 | | | | — | | | | — | | | | 22,367 | | |
Total Assets | | $ | 80,720 | | | $ | 223,853 | | | $ | — | | | $ | 304,573 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are
treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Redemption Fees: The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class C shares, Class R6 shares and Class IR shares, which is paid directly to the Fund, for shares redeemed or exchanged within thirty days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading. These fees, if any, are included in the Statements of Changes in Net Assets.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
5. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
6. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
7. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis (except where collection is in doubt) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
| 0.90 | % | | | 0.85 | % | |
For the six months ended June 30, 2022, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.85% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.20% for Class I shares, 1.55% for Class A shares, 2.30% for Class C shares, 1.10% for Class R6 shares and 1.10% for Class IR shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2022, approximately $78,000 of advisory fees were waived and approximately $3,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2022, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $147,337,000 and $112,063,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2022.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Government Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2022, advisory fees paid were reduced by approximately $7,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2022 is as follows:
Affiliated Investment Company | | Value December 31, 2021 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 30,172 | | | $ | 146,610 | | | $ | 154,415 | | | $ | 31 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2022 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 22,367 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2022, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2021 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2021 and 2020 was as follows:
2021 Distributions Paid From: | | 2020 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 204 | | | $ | 123 | | | $ | 1,256 | | | $ | 2,930 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2021:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 3,151 | | | $ | (3,151 | ) | |
At December 31, 2021, the Fund had no distributable earnings on a tax basis.
At December 31, 2021, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $16,929,000 that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability
will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2021, the Fund intends to defer to January 1, 2022 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$ | 76 | | | $ | — | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2022, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2022, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 60.0%.
K. Market Risk: The outbreak of the coronavirus ("COVID-19") and the recovery responses could adversely impact the operations of the Fund and its service providers and financial performance of the Fund and the Fund's investments. The extent of such impact depends on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) government and regulatory responses, and (v) the effects on the economy overall as a result of developments such as disruption to consumer demand, economic output and supply chains. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact the Fund will also depend on future developments, which are highly uncertain, difficult to
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Notes to Financial Statements (cont'd)
accurately predict and subject to change at any time. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Results of Special Meeting of Shareholders: On February 25, 2022, a special meeting of the Fund's shareholders was held for the purpose of voting on the following matter, the results of which were as follows:
Election of Directors by all shareholders:
| | For | | Against | |
Frances L. Cashman | | | 895,789,918 | | | | 17,421,265 | | |
Nancy C. Everett | | | 891,941,804 | | | | 21,269,379 | | |
Eddie A. Grier | | | 895,027,459 | | | | 18,183,724 | | |
Jakki L. Haussler | | | 891,938,480 | | | | 21,272,703 | | |
Patricia A. Maleski | | | 892,862,042 | | | | 20,349,141 | | |
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Administrator under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The Adviser, Sub-Adviser and Administrator together are referred to as the "Adviser" and the advisory, sub-advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as prepared by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as prepared by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2021, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one- three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Fund's contractual management fee and total expense ratio were higher than but close to its peer group averages and actual management fee was higher than its peer group average. After discussion, the Board concluded that the Fund's (i) performance and total expense ratio were competitive with its peer group averages and (ii) management fee was acceptable.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Liquidity Risk Management Program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2022, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2021, through December 31, 2021, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2022 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia A. Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Deidre A. Downes
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
28
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2022 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIEMLSAN
4877719 EXP 08.31.23
Item 2. Code of Ethics.
Not applicable for semiannual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semiannual reports.
Item 4. Principal Accountant Fees and Services
Not applicable for semiannual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable for semiannual reports.
Item 6.
(a) Refer to Item 1.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Applicable only to annual reports filed by closed-end funds.
Item 9. Closed-End Fund Repurchases
Applicable to reports filed by closed-end funds.
Item 10. Submission of Matters to a Vote of Security Holders
There have been no material changes to the procedures by which shareholders may recommend nominee to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.
Item 11. Controls and Procedures
(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.
(b) There were no changes in the registrant's internal control over financial reporting that occurred during the most recent fiscal half-year period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed End Management Investment Companies.
Not Applicable.
Item 13. Exhibits
(a) Code of Ethics – Not applicable for semiannual reports.
(b) A separate certification for each principal executive officer and principal financial officer of the registrant as part of EX-99.CERT.
(c) Section 906 certification.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Morgan Stanley Institutional Fund, Inc.
/s/ John H. Gernon | |
John H. Gernon | |
Principal Executive Officer | |
August 17, 2022 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ John H. Gernon | |
John H. Gernon | |
Principal Executive Officer | |
August 17, 2022 | |
/s/ Francis J. Smith | |
Francis J. Smith | |
Principal Financial Officer | |
August 17, 2022 | |