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: 212-762-1886
Date of fiscal year end: December 31,
Date of reporting period: June 30, 2023
Item 1 - Report to Shareholders
Morgan Stanley Institutional Fund, Inc.
Advantage Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 25 | | |
Liquidity Risk Management Program | | | 27 | | |
U.S. Customer Privacy Notice | | | 28 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,349.60 | | | $ | 1,020.58 | | | $ | 4.95 | | | $ | 4.26 | | | | 0.85 | % | |
Advantage Portfolio Class A | | | 1,000.00 | | | | 1,347.60 | | | | 1,018.89 | | | | 6.93 | | | | 5.96 | | | | 1.19 | | |
Advantage Portfolio Class L | | | 1,000.00 | | | | 1,348.70 | | | | 1,019.89 | | | | 5.77 | | | | 4.96 | | | | 0.99 | | |
Advantage Portfolio Class C | | | 1,000.00 | | | | 1,342.20 | | | | 1,015.22 | | | | 11.21 | | | | 9.64 | | | | 1.93 | | |
Advantage Portfolio Class R6 | | | 1,000.00 | | | | 1,349.80 | | | | 1,020.78 | | | | 4.72 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments
Advantage Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.4%) | |
Automobiles (4.5%) | |
Tesla, Inc. (a) | | | 42,746 | | | $ | 11,190 | | |
Broadline Retail (6.1%) | |
Amazon.com, Inc. (a) | | | 71,148 | | | | 9,275 | | |
MercadoLibre, Inc. (a) | | | 4,925 | | | | 5,834 | | |
| | | 15,109 | | |
Capital Markets (2.5%) | |
Intercontinental Exchange, Inc. | | | 53,753 | | | | 6,078 | | |
Entertainment (5.0%) | |
ROBLOX Corp., Class A (a) | | | 303,010 | | | | 12,211 | | |
Financial Services (6.3%) | |
Adyen NV (Netherlands) (a) | | | 6,819 | | | | 11,808 | | |
Block, Inc., Class A (a) | | | 57,171 | | | | 3,806 | | |
| | | 15,614 | | |
Ground Transportation (8.5%) | |
Uber Technologies, Inc. (a) | | | 487,365 | | | | 21,040 | | |
Health Care Technology (1.4%) | |
Veeva Systems, Inc., Class A (a) | | | 17,912 | | | | 3,542 | | |
Hotels, Restaurants & Leisure (8.5%) | |
Airbnb, Inc., Class A (a) | | | 49,503 | | | | 6,344 | | |
DoorDash, Inc., Class A (a) | | | 189,256 | | | | 14,463 | | |
| | | 20,807 | | |
Information Technology Services (20.8%) | |
Cloudflare, Inc., Class A (a) | | | 254,614 | | | | 16,644 | | |
Shopify, Inc., Class A (Canada) (a) | | | 280,509 | | | | 18,121 | | |
Snowflake, Inc., Class A (a) | | | 93,468 | | | | 16,448 | | |
| | | 51,213 | | |
Interactive Media & Services (5.2%) | |
Meta Platforms, Inc., Class A (a) | | | 24,670 | | | | 7,080 | | |
ZoomInfo Technologies, Inc., Class A (a) | | | 225,220 | | | | 5,718 | | |
| | | 12,798 | | |
Life Sciences Tools & Services (4.5%) | |
Illumina, Inc. (a) | | | 58,684 | | | | 11,003 | | |
Media (7.1%) | |
Trade Desk, Inc., Class A (a) | | | 225,693 | | | | 17,428 | | |
Pharmaceuticals (4.3%) | |
Royalty Pharma PLC, Class A | | | 343,373 | | | | 10,555 | | |
Semiconductors & Semiconductor Equipment (1.0%) | |
ASML Holding NV (Registered) (Netherlands) | | | 3,407 | | | | 2,469 | | |
Software (5.9%) | |
Bills Holdings, Inc. (a) | | | 67,430 | | | | 7,879 | | |
Datadog, Inc., Class A (a) | | | 66,472 | | | | 6,540 | | |
| | | 14,419 | | |
Specialty Retail (5.8%) | |
Chewy, Inc., Class A (a) | | | 204,483 | | | | 8,071 | | |
Floor & Decor Holdings, Inc., Class A (a) | | | 59,581 | | | | 6,194 | | |
| | | 14,265 | | |
Total Common Stocks (Cost $218,366) | | | 239,741 | | |
| | Shares | | Value (000) | |
Investment Company (1.4%) | |
Grayscale Bitcoin Trust (a) (Cost $5,036) | | | 174,506 | | | $ | 3,349 | | |
Short-Term Investment (1.3%) | |
Investment Company (1.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $3,185) | | | 3,184,868 | | | | 3,185 | | |
Total Investments Excluding Purchased Options (100.1%) (Cost $226,587) | | | | | 246,275 | | |
Total Purchased Options Outstanding (0.3%) (Cost $1,065) | | | 683 | | |
Total Investments (100.4%) (Cost $227,652) (b)(c)(d) | | | 246,958 | | |
Liabilities in Excess of Other Assets (–0.4%) | | | (905 | ) | |
Net Assets (100.0%) | | $ | 246,053 | | |
(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, $11,808,000 and 4.8%, 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 Consolidated Financial Statements.
(d) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $37,388,000 and the aggregate gross unrealized depreciation is approximately $18,082,000, resulting in net unrealized appreciation of approximately $19,306,000.
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Advantage Portfolio
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2023:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Appreciation (Depreciation) (000) | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.43 | | | Jan-24 | | | 43,082,732 | | | $ | 43,083 | | | $ | 281 | | | $ | 203 | | | $ | 78 | | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.53 | | | Jul-23 | | | 61,815,155 | | | | 61,815 | | | | 12 | | | | 307 | | | | (295 | ) | |
Standard Chartered Bank | | USD/CNH | | CNH | 7.57 | | | Aug-23 | | | 70,014,681 | | | | 70,015 | | | | 49 | | | | 312 | | | | (263 | ) | |
Standard Chartered Bank | | USD/CNH | | CNH | 7.57 | | | May-24 | | | 56,717,357 | | | | 56,717 | | | | 341 | | | | 240 | | | | 101 | | |
Goldman Sachs International | | USD/CNH | | CNH | 7.87 | | | Oct-23 | | | 542,601 | | | | 543 | | | | — | @ | | | 3 | | | | (3 | ) | |
| | | | | | | | | | | | $ | 683 | | | $ | 1,065 | | | $ | (382 | ) | |
@ Value is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 21.1 | % | |
Information Technology Services | | | 20.7 | | |
Ground Transportation | | | 8.5 | | |
Hotels, Restaurants & Leisure | | | 8.4 | | |
Media | | | 7.1 | | |
Financial Services | | | 6.3 | | |
Broadline Retail | | | 6.1 | | |
Software | | | 5.8 | | |
Specialty Retail | | | 5.8 | | |
Interactive Media & Services | | | 5.2 | | |
Entertainment | | | 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 consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $224,467) | | $ | 243,773 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $3,185) | | | 3,185 | | |
Total Investments in Securities, at Value (Cost $227,652) | | | 246,958 | | |
Foreign Currency, at Value (Cost $6) | | | 6 | | |
Receivable for Fund Shares Sold | | | 42 | | |
Tax Reclaim Receivable | | | 21 | | |
Receivable from Affiliate | | | 15 | | |
Other Assets | | | 101 | | |
Total Assets | | | 247,143 | | |
Liabilities: | |
Due to Broker | | | 400 | | |
Payable for Advisory Fees | | | 318 | | |
Payable for Fund Shares Redeemed | | | 188 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 36 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 10 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | 4 | | |
Payable for Professional Fees | | | 41 | | |
Payable for Shareholder Services Fees — Class A | | | 10 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 14 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 5 | | |
Payable for Administration Fees | | | 16 | | |
Payable for Custodian Fees | | | 6 | | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6 | | | — | @ | |
Other Liabilities | | | 40 | | |
Total Liabilities | | | 1,090 | | |
Net Assets | | $ | 246,053 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 414,211 | | |
Total Accumulated Loss | | | (168,158 | ) | |
Net Assets | | $ | 246,053 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 159,177 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 9,749,161 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 16.33 | | |
CLASS A: | |
Net Assets | | $ | 45,347 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,938,774 | | |
Net Asset Value, Redemption Price Per Share | | $ | 15.43 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.85 | | |
Maximum Offering Price Per Share | | $ | 16.28 | | |
CLASS L: | |
Net Assets | | $ | 1,690 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 104,825 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 16.13 | | |
CLASS C: | |
Net Assets | | $ | 23,814 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,681,691 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.16 | | |
CLASS R6: | |
Net Assets | | $ | 16,025 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 974,724 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 16.44 | | |
@ 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, 2023 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $9 of Foreign Taxes Withheld) | | $ | 253 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 99 | | |
Total Investment Income | | | 352 | | |
Expenses: | |
Advisory Fees (Note B) | | | 735 | | |
Shareholder Services Fees — Class A (Note D) | | | 55 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 5 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 110 | | |
Sub Transfer Agency Fees — Class I | | | 82 | | |
Sub Transfer Agency Fees — Class A | | | 25 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 9 | | |
Administration Fees (Note C) | | | 90 | | |
Professional Fees | | | 79 | | |
Registration Fees | | | 32 | | |
Shareholder Reporting Fees | | | 22 | | |
Transfer Agency Fees — Class I (Note E) | | | 6 | | |
Transfer Agency Fees — Class A (Note E) | | | 3 | | |
Transfer Agency Fees — Class L (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 4 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 13 | | |
Directors' Fees and Expenses | | | 4 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 14 | | |
Total Expenses | | | 1,292 | | |
Waiver of Advisory Fees (Note B) | | | (73 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (60 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6 (Note B) | | | (1 | ) | |
Distribution Fees — Class L Shares waived (Note D) | | | (5 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (4 | ) | |
Net Expenses | | | 1,148 | | |
Net Investment Loss | | | (796 | ) | |
Realized Loss: | |
Investments Sold | | | (5,520 | ) | |
Foreign Currency Translation | | | (1 | ) | |
Net Realized Loss | | | (5,521 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 73,142 | | |
Foreign Currency Translation | | | 1 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 73,143 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 67,622 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 66,826 | | |
@ 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, 2023
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (796 | ) | | $ | (3,125 | ) | |
Net Realized Loss | | | (5,521 | ) | | | (172,836 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 73,143 | | | | (209,621 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 66,826 | | | | (385,582 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (28,344 | ) | |
Class A | | | — | | | | (10,103 | ) | |
Class L | | | — | | | | (335 | ) | |
Class C | | | — | | | | (5,539 | ) | |
Class R6* | | | — | | | | (4,001 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (48,322 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 35,977 | | | | 124,402 | | |
Distributions Reinvested | | | — | | | | 27,125 | | |
Redeemed | | | (29,634 | ) | | | (324,038 | ) | |
Class A: | |
Subscribed | | | 2,268 | | | | 11,681 | | |
Distributions Reinvested | | | — | | | | 9,986 | | |
Redeemed | | | (9,882 | ) | | | (29,870 | ) | |
Class L: | |
Distributions Reinvested | | | — | | | | 335 | | |
Redeemed | | | (8 | ) | | | (914 | ) | |
Class C: | |
Subscribed | | | 801 | | | | 5,442 | | |
Distributions Reinvested | | | — | | | | 5,394 | | |
Redeemed | | | (3,870 | ) | | | (19,460 | ) | |
Class R6:* | |
Subscribed | | | 503 | | | | 7,496 | | |
Distributions Reinvested | | | — | | | | 4,001 | | |
Redeemed | | | (8,931 | ) | | | (10,010 | ) | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (12,776 | ) | | | (188,430 | ) | |
Total Increase (Decrease) in Net Assets | | | 54,050 | | | | (622,334 | ) | |
Net Assets: | |
Beginning of Period | | | 192,003 | | | | 814,337 | | |
End of Period | | $ | 246,053 | | | $ | 192,003 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 2,575 | | | | 6,204 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2,067 | | |
Shares Redeemed | | | (2,104 | ) | | | (16,155 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | 471 | | | | (7,884 | ) | |
Class A: | |
Shares Subscribed | | | 167 | | | | 588 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 804 | | |
Shares Redeemed | | | (713 | ) | | | (1,547 | ) | |
Net Decrease in Class A Shares Outstanding | | | (546 | ) | | | (155 | ) | |
Class L: | |
Shares Issued on Distributions Reinvested | | | — | | | | 26 | | |
Shares Redeemed | | | (1 | ) | | | (44 | ) | |
Net Decrease in Class L Shares Outstanding | | | (1 | ) | | | (18 | ) | |
Class C: | |
Shares Subscribed | | | 68 | | | | 307 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 471 | | |
Shares Redeemed | | | (322 | ) | | | (1,099 | ) | |
Net Decrease in Class C Shares Outstanding | | | (254 | ) | | | (321 | ) | |
Class R6:* | |
Shares Subscribed | | | 36 | | | | 332 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 303 | | |
Shares Redeemed | | | (552 | ) | | | (562 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | (516 | ) | | | 73 | | |
* 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, 2023
Consolidated Financial Highlights
Advantage Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 12.10 | | | $ | 33.57 | | | $ | 43.28 | | | $ | 26.06 | | | $ | 20.98 | | | $ | 21.45 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.04 | ) | | | (0.14 | ) | | | (0.32 | ) | | | (0.19 | ) | | | (0.04 | ) | | | (0.01 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 4.27 | | | | (17.90 | ) | | | (1.61 | ) | | | 19.64 | | | | 5.61 | | | | 0.87 | | |
Total from Investment Operations | | | 4.23 | | | | (18.04 | ) | | | (1.93 | ) | | | 19.45 | | | | 5.57 | | | | 0.86 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (3.43 | ) | | | (7.78 | ) | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | |
Net Asset Value, End of Period | | $ | 16.33 | | | $ | 12.10 | | | $ | 33.57 | | | $ | 43.28 | | | $ | 26.06 | | | $ | 20.98 | | |
Total Return(3) | | | 34.96 | %(4) | | | (54.54 | )% | | | (4.45 | )% | | | 74.79 | % | | | 26.60 | % | | | 3.74 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 159,177 | | | $ | 112,250 | | | $ | 576,158 | | | $ | 656,030 | | | $ | 296,843 | | | $ | 156,782 | | |
Ratio of Expenses Before Expense Limitation | | | 1.00 | %(5) | | | 0.97 | % | | | 0.88 | % | | | 0.89 | % | | | 0.93 | % | | | 1.01 | % | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(5)(6) | | | 0.85 | %(6) | | | 0.85 | %(6) | | | 0.84 | %(6) | | | 0.84 | %(6) | | | 0.84 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.85 | %(6) | | | N/A | | | | N/A | | | | 0.84 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.54 | )%(5)(6) | | | (0.68 | )%(6) | | | (0.73 | )%(6) | | | (0.54 | )%(6) | | | (0.15 | )%(6) | | | (0.02 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 26 | %(4) | | | 51 | % | | | 69 | % | | | 73 | % | | | 70 | % | | | 79 | % | |
(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) Not annualized.
(5) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Advantage Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 11.45 | | | $ | 32.26 | | | $ | 42.02 | | | $ | 25.42 | | | $ | 20.54 | | | $ | 21.10 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.06 | ) | | | (0.19 | ) | | | (0.44 | ) | | | (0.28 | ) | | | (0.13 | ) | | | (0.08 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 4.04 | | | | (17.19 | ) | | | (1.54 | ) | | | 19.11 | | | | 5.50 | | | | 0.85 | | |
Total from Investment Operations | | | 3.98 | | | | (17.38 | ) | | | (1.98 | ) | | | 18.83 | | | | 5.37 | | | | 0.77 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (3.43 | ) | | | (7.78 | ) | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | |
Net Asset Value, End of Period | | $ | 15.43 | | | $ | 11.45 | | | $ | 32.26 | | | $ | 42.02 | | | $ | 25.42 | | | $ | 20.54 | | |
Total Return(3) | | | 34.76 | %(4) | | | (54.71 | )% | | | (4.72 | )% | | | 74.27 | % | | | 26.20 | % | | | 3.37 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 45,347 | | | $ | 39,913 | | | $ | 117,424 | | | $ | 130,176 | | | $ | 80,743 | | | $ | 42,959 | | |
Ratio of Expenses Before Expense Limitation | | | 1.25 | %(5) | | | 1.23 | % | | | 1.14 | % | | | N/A | | | | 1.21 | % | | | 1.29 | % | |
Ratio of Expenses After Expense Limitation | | | 1.19 | %(5)(6) | | | 1.19 | %(6) | | | 1.14 | %(6) | | | 1.15 | %(6) | | | 1.19 | %(6) | | | 1.17 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.19 | %(6) | | | N/A | | | | N/A | | | | 1.19 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.88 | )%(5)(6) | | | (1.02 | )%(6) | | | (1.02 | )%(6) | | | (0.84 | )%(6) | | | (0.50 | )%(6) | | | (0.37 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 26 | %(4) | | | 51 | % | | | 69 | % | | | 73 | % | | | 70 | % | | | 79 | % | |
(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) Not annualized.
(5) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Advantage Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 11.96 | | | $ | 33.31 | | | $ | 43.04 | | | $ | 25.95 | | | $ | 20.92 | | | $ | 21.42 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.05 | ) | | | (0.16 | ) | | | (0.36 | ) | | | (0.21 | ) | | | (0.06 | ) | | | (0.05 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 4.22 | | | | (17.76 | ) | | | (1.59 | ) | | | 19.53 | | | | 5.58 | | | | 0.88 | | |
Total from Investment Operations | | | 4.17 | | | | (17.92 | ) | | | (1.95 | ) | | | 19.32 | | | | 5.52 | | | | 0.83 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (3.43 | ) | | | (7.78 | ) | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | |
Net Asset Value, End of Period | | $ | 16.13 | | | $ | 11.96 | | | $ | 31.31 | | | $ | 43.04 | | | $ | 25.95 | | | $ | 20.92 | | |
Total Return(3) | | | 34.87 | %(4) | | | (54.61 | )% | | | (4.54 | )% | | | 74.65 | % | | | 26.44 | % | | | 3.61 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,690 | | | $ | 1,261 | | | $ | 4,120 | | | $ | 5,391 | | | $ | 4,363 | | | $ | 3,751 | | |
Ratio of Expenses Before Expense Limitation | | | 1.89 | %(5) | | | 1.79 | % | | | 1.65 | % | | | 1.66 | % | | | 1.69 | % | | | 1.82 | % | |
Ratio of Expenses After Expense Limitation | | | 0.99 | %(5)(6) | | | 0.99 | %(6) | | | 0.94 | %(6) | | | 0.95 | %(6) | | | 0.95 | %(6) | | | 0.98 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.99 | %(6) | | | N/A | | | | N/A | | | | 0.95 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.68 | )%(5)(6) | | | (0.81 | )%(6) | | | (0.82 | )%(6) | | | (0.64 | )%(6) | | | (0.25 | )%(6) | | | (0.21 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 26 | %(4) | | | 51 | % | | | 69 | % | | | 73 | % | | | 70 | % | | | 79 | % | |
(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) Not annualized.
(5) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Advantage Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 10.55 | | | $ | 30.48 | | | $ | 40.44 | | | $ | 24.68 | | | $ | 20.10 | | | $ | 20.82 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.10 | ) | | | (0.31 | ) | | | (0.71 | ) | | | (0.50 | ) | | | (0.29 | ) | | | (0.24 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.71 | | | | (16.19 | ) | | | (1.47 | ) | | | 18.49 | | | | 5.36 | | | | 0.85 | | |
Total from Investment Operations | | | 3.61 | | | | (16.50 | ) | | | (2.18 | ) | | | 17.99 | | | | 5.07 | | | | 0.61 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (3.43 | ) | | | (7.78 | ) | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | |
Net Asset Value, End of Period | | $ | 14.16 | | | $ | 10.55 | | | $ | 30.48 | | | $ | 40.44 | | | $ | 24.68 | | | $ | 20.10 | | |
Total Return(3) | | | 34.22 | %(4) | | | (55.02 | )% | | | (5.41 | )% | | | 73.10 | % | | | 25.27 | % | | | 2.64 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 23,815 | | | $ | 20,422 | | | $ | 68,793 | | | $ | 71,419 | | | $ | 42,054 | | | $ | 32,706 | | |
Ratio of Expenses Before Expense Limitation | | | 2.00 | %(5) | | | 1.95 | % | | | 1.84 | % | | | N/A | | | | 1.93 | % | | | 2.00 | % | |
Ratio of Expenses After Expense Limitation | | | 1.93 | %(5)(6) | | | 1.90 | %(6) | | | 1.84 | %(6) | | | 1.85 | %(6) | | | 1.90 | %(6) | | | 1.88 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.90 | %(6) | | | N/A | | | | N/A | | | | 1.90 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (1.62 | )%(5)(6) | | | (1.72 | )%(6) | | | (1.72 | )%(6) | | | (1.55 | )%(6) | | | (1.20 | )%(6) | | | (1.08 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 26 | %(4) | | | 51 | % | | | 69 | % | | | 73 | % | | | 70 | % | | | 79 | % | |
(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) Not annualized.
(5) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Advantage Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 12.18 | | | $ | 33.74 | | | $ | 43.41 | | | $ | 26.12 | | | $ | 21.02 | | | $ | 21.49 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.04 | ) | | | (0.13 | ) | | | (0.29 | ) | | | (0.16 | ) | | | (0.03 | ) | | | (0.01 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 4.30 | | | | (18.00 | ) | | | (1.60 | ) | | | 19.68 | | | | 5.62 | | | | 0.87 | | |
Total from Investment Operations | | | 4.26 | | | | (18.13 | ) | | | (1.89 | ) | | | 19.52 | | | | 5.59 | | | | 0.86 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (3.43 | ) | | | (7.78 | ) | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | |
Net Asset Value, End of Period | | $ | 16.44 | | | $ | 12.18 | | | $ | 33.74 | | | $ | 43.41 | | | $ | 26.12 | | | $ | 21.02 | | |
Total Return(4) | | | 34.98 | %(5) | | | (54.53 | )% | | | (4.36 | )% | | | 74.93 | % | | | 26.64 | % | | | 3.74 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 16,024 | | | $ | 18,157 | | | $ | 47,842 | | | $ | 41,263 | | | $ | 28,983 | | | $ | 26,601 | | |
Ratio of Expenses Before Expense Limitation | | | 0.89 | %(6) | | | 0.86 | % | | | 0.77 | % | | | N/A | | | | 0.83 | % | | | 0.93 | % | |
Ratio of Expenses After Expense Limitation | | | 0.81 | %(6)(7) | | | 0.81 | %(7) | | | 0.77 | %(7) | | | 0.79 | %(7) | | | 0.80 | %(7) | | | 0.80 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.81 | %(7) | | | N/A | | | | N/A | | | | 0.80 | %(7) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.50 | )%(6)(7) | | | (0.64 | )%(7) | | | (0.65 | )%(7) | | | (0.47 | )%(7) | | | (0.10 | )%(7) | | | (0.04 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 26 | %(5) | | | 51 | % | | | 69 | % | | | 73 | % | | | 70 | % | | | 79 | % | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 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, 2023, the Subsidiary represented
approximately $3,689,000 or approximately 1.50% 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/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, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
from one or more reputable brokers/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) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (5) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.)
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
• 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, 2023:
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 | | $ | 11,190 | | | $ | — | | | $ | — | | | $ | 11,190 | | |
Broadline Retail | | | 15,109 | | | | — | | | | — | | | | 15,109 | | |
Capital Markets | | | 6,078 | | | | — | | | | — | | | | 6,078 | | |
Entertainment | | | 12,211 | | | | — | | | | — | | | | 12,211 | | |
Financial Services | | | 3,806 | | | | 11,808 | | | | — | | | | 15,614 | | |
Ground Transportation | | | 21,040 | | | | — | | | | — | | | | 21,040 | | |
Health Care Technology | | | 3,542 | | | | — | | | | — | | | | 3,542 | | |
Hotels, Restaurants & Leisure | | | 20,807 | | | | — | | | | — | | | | 20,807 | | |
Information Technology Services | | | 51,213 | | | | — | | | | — | | | | 51,213 | | |
Interactive Media & Services | | | 12,798 | | | | — | | | | — | | | | 12,798 | | |
Life Sciences Tools & Services | | | 11,003 | | | | — | | | | — | | | | 11,003 | | |
Media | | | 17,428 | | | | — | | | | — | | | | 17,428 | | |
Pharmaceuticals | | | 10,555 | | | | — | | | | — | | | | 10,555 | | |
Semiconductors & Semiconductor Equipment | | | 2,469 | | | | — | | | | — | | | | 2,469 | | |
Software | | | 14,419 | | | | — | | | | — | | | | 14,419 | | |
Specialty Retail | | | 14,265 | | | | — | | | | — | | | | 14,265 | | |
Total Common Stocks | | | 227,933 | | | | 11,808 | | | | — | | | | 239,741 | | |
Investment Company | | | 3,349 | | | | — | | | | — | | | | 3,349 | | |
Call Options Purchased | | | — | | | | 683 | | | | — | | | | 683 | | |
Short-Term Investment | |
Investment Company | | | 3,185 | | | | — | | | | — | | | | 3,185 | | |
Total Assets | | $ | 234,467 | | | $ | 12,491 | | | $ | — | | | $ | 246,958 | | |
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 Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 U.S. 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. Derivative instruments used by the Fund will be counted towards the Fund's exposure in the types of securities listed herein to the extent they have economic characteristics similar to such securities. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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 writes an option, it sells to another party the right to buy from or sell to the Fund a specific
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 683 | (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, 2023 in accordance with ASC 815:
Net Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (157 | )(a) | |
(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2023, 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(b) (000) | | Liabilities(b) (000) | |
Purchased Options | | $ | 683 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(b) 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.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2023:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(b) (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | — | @ | | $ | — | | | $ | (— | @) | | $ | 0 | | |
JPMorgan Chase Bank NA | | | 293 | | | | — | | | | (180 | ) | | | 113 | | |
Standard Chartered Bank | | | 390 | | | | — | | | | (210 | ) | | | 180 | | |
Total | | $ | 683 | | | $ | — | | | $ | (390 | ) | | $ | 293 | | |
@ Value is less than $500.
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(b) 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, 2023, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 194,361,000 | | |
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 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, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.58% 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, 2023, approximately $73,000 of advisory fees were waived and approximately $62,000 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.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 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, 2023, this waiver amounted to approximately $5,000.
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to approximately $1,000.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $57,092,000 and $72,131,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, advisory fees paid were reduced by approximately $4,000 relating to the Fund's investment in the Liquidity Funds.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,672 | | | $ | 43,336 | | | $ | 41,823 | | | $ | 99 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 3,185 | | |
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, 2023, 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 RIC 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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | 48,322 | | | $ | 44,653 | | | $ | 120,655 | | |
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, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 7,525 | | | $ | (7,525 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $107,026,000 and $54,709,000, 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
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 62.5%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to cryptocurrencies 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: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 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, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
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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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIADVSAN
5845592 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
American Resilience Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in American Resilience 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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Expense Example
American Resilience 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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
American Resilience Portfolio Class I | | $ | 1,000.00 | | | $ | 1,125.40 | | | $ | 1,021.32 | | | $ | 3.69 | | | $ | 3.51 | | | | 0.70 | % | |
American Resilience Portfolio Class A | | | 1,000.00 | | | | 1,124.60 | | | | 1,019.59 | | | | 5.53 | | | | 5.26 | | | | 1.05 | | |
American Resilience Portfolio Class C | | | 1,000.00 | | | | 1,119.50 | | | | 1,015.87 | | | | 9.46 | | | | 9.00 | | | | 1.80 | | |
American Resilience Portfolio Class R6 | | | 1,000.00 | | | | 1,126.50 | | | | 1,021.57 | | | | 3.43 | | | | 3.26 | | | | 0.65 | | |
* 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
American Resilience Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.3%) | |
Beverages (1.6%) | |
Coca-Cola Co. | | | 274 | | | $ | 17 | | |
Capital Markets (5.8%) | |
Intercontinental Exchange, Inc. | | | 384 | | | | 44 | | |
Moody's Corp. | | | 50 | | | | 17 | | |
| | | 61 | | |
Electronic Equipment, Instruments & Components (4.8%) | |
Amphenol Corp., Class A | | | 331 | | | | 28 | | |
CDW Corp. | | | 120 | | | | 22 | | |
| | | 50 | | |
Financial Services (8.4%) | |
Jack Henry & Associates, Inc. | | | 39 | | | | 6 | | |
PayPal Holdings, Inc. (a) | | | 361 | | | | 24 | | |
Visa, Inc., Class A | | | 243 | | | | 58 | | |
| | | 88 | | |
Health Care Equipment & Supplies (8.1%) | |
Abbott Laboratories | | | 268 | | | | 29 | | |
Becton Dickinson & Co. | | | 137 | | | | 36 | | |
Steris PLC | | | 88 | | | | 20 | | |
| | | 85 | | |
Household Products (2.9%) | |
Procter & Gamble Co. | | | 199 | | | | 30 | | |
Information Technology Services (6.1%) | |
Accenture PLC, Class A | | | 208 | | | | 64 | | |
Insurance (4.9%) | |
Aon PLC, Class A | | | 98 | | | | 34 | | |
Arthur J Gallagher & Co. | | | 84 | | | | 18 | | |
| | | 52 | | |
Interactive Media & Services (3.3%) | |
Alphabet, Inc., Class A (a) | | | 293 | | | | 35 | | |
Life Sciences Tools & Services (13.4%) | |
Danaher Corp. | | | 207 | | | | 50 | | |
IQVIA Holdings, Inc. (a) | | | 155 | | | | 35 | | |
Revvity, Inc. | | | 70 | | | | 8 | | |
Thermo Fisher Scientific, Inc. | | | 93 | | | | 48 | | |
| | | 141 | | |
Machinery (3.4%) | |
Otis Worldwide Corp. | | | 400 | | | | 36 | | |
Pharmaceuticals (1.9%) | |
Zoetis, Inc. | | | 113 | | | | 20 | | |
Professional Services (7.8%) | |
Automatic Data Processing, Inc. | | | 140 | | | | 31 | | |
Broadridge Financial Solutions, Inc. | | | 170 | | | | 28 | | |
Equifax, Inc. | | | 97 | | | | 23 | | |
| | | 82 | | |
Semiconductors & Semiconductor Equipment (3.4%) | |
Texas Instruments, Inc. | | | 201 | | | | 36 | | |
| | Shares | | Value (000) | |
Software (16.5%) | |
Adobe, Inc. (a) | | | 52 | | | $ | 25 | | |
Constellation Software, Inc. (Canada) | | | 17 | | | | 35 | | |
Microsoft Corp. | | | 235 | | | | 80 | | |
Roper Technologies, Inc. | | | 68 | | | | 33 | | |
| | | 173 | | |
Textiles, Apparel & Luxury Goods (1.6%) | |
NIKE, Inc., Class B | | | 157 | | | | 17 | | |
Tobacco (4.4%) | |
Philip Morris International, Inc. | | | 467 | | | | 46 | | |
Total Common Stocks (Cost $969) | | | 1,033 | | |
Short-Term Investment (0.3%) | |
Investment Company (0.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $3) | | | 2,993 | | | | 3 | | |
Total Investments (98.6%) (Cost $972) (b) | | | 1,036 | | |
Other Assets in Excess of Liabilities (1.4%) | | | 15 | | |
Net Assets (100.0%) | | $ | 1,051 | | |
(a) Non-income producing security.
(b) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $86,000 and the aggregate gross unrealized depreciation is approximately $22,000, resulting in net unrealized appreciation of approximately $64,000.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 27.9 | % | |
Software | | | 16.7 | | |
Life Sciences Tools & Services | | | 13.7 | | |
Financial Services | | | 8.6 | | |
Health Care Equipment & Supplies | | | 8.2 | | |
Professional Services | | | 7.9 | | |
Information Technology Services | | | 6.2 | | |
Capital Markets | | | 5.8 | | |
Insurance | | | 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, 2023 (unaudited)
American Resilience Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $969) | | $ | 1,033 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $3) | | | 3 | | |
Total Investments in Securities, at Value (Cost $972) | | | 1,036 | | |
Due from Adviser | | | 73 | | |
Receivable for Investments Sold | | | 23 | | |
Prepaid Offering Costs | | | 10 | | |
Dividends Receivable | | | 1 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 54 | | |
Total Assets | | | 1,197 | | |
Liabilities: | |
Payable for Offering Costs | | | 102 | | |
Payable for Professional Fees | | | 29 | | |
Payable for Investments Purchased | | | 5 | | |
Payable for Administration Fees | | | — | @ | |
Payable for Custodian Fees | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 10 | | |
Total Liabilities | | | 146 | | |
Net Assets | | $ | 1,051 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 998 | | |
Total Distributable Earnings | | | 53 | | |
Net Assets | | $ | 1,051 | | |
CLASS I: | |
Net Assets | | $ | 894 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 85,118 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.50 | | |
CLASS A: | |
Net Assets | | $ | 52 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,000 | | |
Net Asset Value, Redemption Price Per Share | | $ | 10.47 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.58 | | |
Maximum Offering Price Per Share | | $ | 11.05 | | |
CLASS C: | |
Net Assets | | $ | 52 | | |
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 | | $ | 10.40 | | |
CLASS R6: | |
Net Assets | | $ | 53 | | |
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 | | $ | 10.51 | | |
@ 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, 2023 (unaudited)
American Resilience Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $—@ of Foreign Taxes Withheld) | | $ | 7 | | |
Non-Cash Dividends from Securities of Unaffiliated Issuers | | | 1 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 8 | | |
Expenses: | |
Offering Costs | | | 61 | | |
Professional Fees | | | 59 | | |
Registration Fees | | | 5 | | |
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 | | |
Advisory Fees (Note B) | | | 3 | | |
Custodian Fees (Note F) | | | 1 | | |
Pricing Fees | | | 1 | | |
Administration Fees (Note C) | | | — | @ | |
Directors' Fees and Expenses | | | — | @ | |
Shareholder Services Fees — Class A (Note D) | | | — | @ | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Other Expenses | | | 8 | | |
Total Expenses | | | 147 | | |
Expenses Reimbursed by Adviser (Note B) | | | (136 | ) | |
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 | ) | |
Waiver of Advisory Fees (Note B) | | | (3 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 4 | | |
Net Investment Income | | | 4 | | |
Realized Loss: | |
Investments Sold | | | (12 | ) | |
Foreign Currency Translation | | | (— | @) | |
Net Realized Loss | | | (12 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 125 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 113 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 117 | | |
@ 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, 2023
American Resilience Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Period from July 29, 2022^ to December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 4 | | | $ | 3 | | |
Net Realized Loss | | | (12 | ) | | | (9 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 125 | | | | (61 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 117 | | | | (67 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 1 | | | | 850 | | |
Class A: | |
Subscribed | | | — | | | | 50 | | |
Class C: | |
Subscribed | | | — | | | | 50 | | |
Class R6: | |
Subscribed | | | — | | | | 50 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 1 | | | | 1,000 | | |
Total Increase in Net Assets | | | 118 | | | | 933 | | |
Net Assets: | |
Beginning of Period | | | 933 | | | | — | | |
End of Period | | $ | 1,051 | | | $ | 933 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | — | @ | | | 85 | | |
Class A: | |
Shares Subscribed | | | — | | | | 5 | | |
Class C: | |
Shares Subscribed | | | — | | | | 5 | | |
Class R6: | |
Shares Subscribed | | | — | | | | 5 | | |
^ Commencement of Operations.
@ 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, 2023
Financial Highlights
American Resilience Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Period from July 29, 2022(1) to December 31, 2022 | |
Net Asset Value, Beginning of Period | | $ | 9.33 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.04 | | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.13 | | | | (0.71 | ) | |
Total from Investment Operations | | | 1.17 | | | | (0.67 | ) | |
Net Asset Value, End of Period | | $ | 10.50 | | | $ | 9.33 | | |
Total Return(3) | | | 12.54 | %(4) | | | (6.70 | )%(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 894 | | | $ | 793 | | |
Ratio of Expenses Before Expense Limitation | | | 29.49 | %(5) | | | 36.85 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 0.70 | %(5)(6) | | | 0.70 | %(5)(6) | |
Ratio of Net Investment Income | | | 0.89 | %(5)(6) | | | 0.91 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 25 | %(4) | | | 6 | %(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.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
American Resilience Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Period from July 29, 2022(1) to December 31, 2022 | |
Net Asset Value, Beginning of Period | | $ | 9.31 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.03 | | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.13 | | | | (0.71 | ) | |
Total from Investment Operations | | | 1.16 | | | | (0.69 | ) | |
Net Asset Value, End of Period | | $ | 10.47 | | | $ | 9.31 | | |
Total Return(3) | | | 12.46 | %(4) | | | (6.90 | )%(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 52 | | | $ | 47 | | |
Ratio of Expenses Before Expense Limitation | | | 33.34 | %(5) | | | 41.47 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 1.05 | %(5)(6) | | | 1.05 | %(5)(6) | |
Ratio of Net Investment Income | | | 0.54 | %(5)(6) | | | 0.56 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 25 | %(4) | | | 6 | %(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.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
American Resilience Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Period from July 29, 2022(1) to December 31, 2022 | |
Net Asset Value, Beginning of Period | | $ | 9.29 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.01 | ) | | | (0.01 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 1.12 | | | | (0.70 | ) | |
Total from Investment Operations | | | 1.11 | | | | (0.71 | ) | |
Net Asset Value, End of Period | | $ | 10.40 | | | $ | 9.29 | | |
Total Return(3) | | | 11.95 | %(4) | | | (7.10 | )%(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 52 | | | $ | 46 | | |
Ratio of Expenses Before Expense Limitation | | | 34.37 | %(5) | | | 42.21 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 1.80 | %(5)(6) | | | 1.80 | %(5)(6) | |
Ratio of Net Investment Loss | | | (0.21 | )%(5)(6) | | | (0.20 | )%(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 25 | %(4) | | | 6 | %(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 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%.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
American Resilience Portfolio
| | Class R6 | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Period from July 29, 2022(1) to December 31, 2022 | |
Net Asset Value, Beginning of Period | | $ | 9.33 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.05 | | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.13 | | | | (0.71 | ) | |
Total from Investment Operations | | | 1.18 | | | | (0.67 | ) | |
Net Asset Value, End of Period | | $ | 10.51 | | | $ | 9.33 | | |
Total Return(3) | | | 12.65 | %(4) | | | (6.70 | )%(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 53 | | | $ | 47 | | |
Ratio of Expenses Before Expense Limitation | | | 33.31 | %(5) | | | 41.22 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 0.65 | %(5)(6) | | | 0.65 | %(5)(6) | |
Ratio of Net Investment Income | | | 0.93 | %(5)(6) | | | 0.95 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 25 | %(4) | | | 6 | %(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.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
The accompanying financial statements relate to the American Resilience Portfolio. The Fund seeks long-term capital appreciation.
The Fund commenced operations on July 29, 2022 and offers four classes of shares — Class I, Class A, Class C and Class R6.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | 17 | | | $ | — | | | $ | — | | | $ | 17 | | |
Capital Markets | | | 61 | | | | — | | | | — | | | | 61 | | |
Electronic Equipment, Instruments & Components | | | 50 | | | | — | | | | — | | | | 50 | | |
Financial Services | | | 88 | | | | — | | | | — | | | | 88 | | |
Health Care Equipment & Supplies | | | 85 | | | | — | | | | — | | | | 85 | | |
Household Products | | | 30 | | | | — | | | | — | | | | 30 | | |
Information Technology Services | | | 64 | | | | — | | | | — | | | | 64 | | |
Insurance | | | 52 | | | | — | | | | — | | | | 52 | | |
Interactive Media & Services | | | 35 | | | | — | | | | — | | | | 35 | | |
Life Sciences Tools & Services | | | 141 | | | | — | | | | — | | | | 141 | | |
Machinery | | | 36 | | | | — | | | | — | | | | 36 | | |
Pharmaceuticals | | | 20 | | | | — | | | | — | | | | 20 | | |
Professional Services | | | 82 | | | | — | | | | — | | | | 82 | | |
Semiconductors & Semiconductor Equipment | | | 36 | | | | — | | | | — | | | | 36 | | |
Software | | | 173 | | | | — | | | | — | | | | 173 | | |
Textiles, Apparel & Luxury Goods | | | 17 | | | | — | | | | — | | | | 17 | | |
Tobacco | | | 46 | | | | — | | | | — | | | | 46 | | |
Total Common Stocks | | | 1,033 | | | | — | | | | — | | | | 1,033 | | |
Short-Term Investment | |
Investment Company | | | 3 | | | | — | | | | — | | | | 3 | | |
Total Assets | | $ | 1,036 | | | $ | — | | | $ | — | | | $ | 1,036 | | |
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to 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.
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 U.S. 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.
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
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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.
7. Offering Cost: Offering costs are accounted for as a deferred charge until operations begin and thereafter are amortized to expense over twelve months on a straight-line basis.
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 | |
| 0.55 | % | | | 0.50 | % | | | 0.45 | % | |
For the six months ended June 30, 2023, 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 0.70% for Class I shares, 1.05% for Class A shares, 1.80% for Class C shares and 0.65% 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, 2023, approximately $3,000 of advisory fees were waived and approximately $140,000 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 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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $258,000 and $274,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 9 | | | $ | 213 | | | $ | 219 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 3 | | |
@ Value 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, 2023, 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. The tax year ended December 31, 2022 remains subject to examination by taxing authorities.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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. There were no distributions paid during fiscal year 2022.
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 nondeductible expense, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 3 | | | $ | (3 | ) | |
At December 31, 2022, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | |
$ | 6 | | |
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $8,000 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative
net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, the Fund did not have record owners of 10% or greater.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 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 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, 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 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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIARESILSAN
5846401 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Asia Opportunity Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 5 | | |
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 | | | 21 | | |
Liquidity Risk Management Program | | | 23 | | |
U.S. Customer Privacy Notice | | | 24 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 963.10 | | | $ | 1,019.39 | | | $ | 5.31 | | | $ | 5.46 | | | | 1.09 | % | |
Asia Opportunity Portfolio Class A | | | 1,000.00 | | | | 961.80 | | | | 1,017.85 | | | | 6.81 | | | | 7.00 | | | | 1.40 | | |
Asia Opportunity Portfolio Class C | | | 1,000.00 | | | | 958.40 | | | | 1,014.13 | | | | 10.44 | | | | 10.74 | | | | 2.15 | | |
Asia Opportunity Portfolio Class R6 | | | 1,000.00 | | | | 963.70 | | | | 1,019.64 | | | | 5.06 | | | | 5.21 | | | | 1.04 | | |
* 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments
Asia Opportunity Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.6%) | |
China (44.6%) | |
China East Education Holdings Ltd. (a) | | | 1,560,000 | | | $ | 602 | | |
China Resources Beer Holdings Co. Ltd. (a) | | | 606,300 | | | | 4,007 | | |
China Resources Mixc Lifestyle Services Ltd. (a) | | | 449,600 | | | | 2,240 | | |
Foshan Haitian Flavouring & Food Co. Ltd., Class A | | | 834,225 | | | | 5,390 | | |
Greentown Service Group Co. Ltd. (a) | | | 2,046,000 | | | | 980 | | |
Haidilao International Holding Ltd. (a)(b) | | | 3,881,000 | | | | 8,582 | | |
HUYA, Inc. ADR (c) | | | 254,973 | | | | 913 | | |
Inner Mongolia Yili Industrial Group Co. Ltd., Class A | | | 681,886 | | | | 2,661 | | |
KE Holdings, Inc. ADR (c) | | | 553,522 | | | | 8,220 | | |
Kuaishou Technology (a)(c) | | | 686,700 | | | | 4,720 | | |
Kweichow Moutai Co. Ltd., Class A | | | 37,494 | | | | 8,740 | | |
Meituan, Class B (a)(c) | | | 624,420 | | | | 9,791 | | |
Qifu Technology, Inc. ADR | | | 288,989 | | | | 4,994 | | |
Shenzhou International Group Holdings Ltd. (a) | | | 445,200 | | | | 4,276 | | |
Tencent Holdings Ltd. (a) | | | 214,800 | | | | 9,108 | | |
Trip.com Group Ltd. ADR (c) | | | 260,986 | | | | 9,134 | | |
Tsingtao Brewery Co. Ltd. (a) | | | 348,000 | | | | 3,177 | | |
Weimob, Inc. (a)(b)(c) | | | 1,607,000 | | | | 784 | | |
Yihai International Holding Ltd. (a)(c) | | | 416,000 | | | | 896 | | |
| | | 89,215 | | |
Hong Kong (3.4%) | |
AIA Group Ltd. | | | 595,900 | | | | 6,052 | | |
Super Hi International Holding Ltd. (b)(c) | | | 414,299 | | | | 808 | | |
| | | 6,860 | | |
India (25.5%) | |
Axis Bank Ltd. | | | 436,316 | | | | 5,265 | | |
HDFC Bank Ltd. | | | 846,528 | | | | 17,568 | | |
ICICI Bank Ltd. ADR | | | 581,035 | | | | 13,410 | | |
IndusInd Bank Ltd. | | | 508,508 | | | | 8,553 | | |
Shree Cement Ltd. | | | 7,742 | | | | 2,258 | | |
Titan Co. Ltd. | | | 55,741 | | | | 2,075 | | |
Zomato Ltd. (c) | | | 2,174,337 | | | | 1,995 | | |
| | | 51,124 | | |
Indonesia (1.0%) | |
Avia Avian Tbk PT | | | 43,118,200 | | | | 1,915 | | |
Korea, Republic of (11.4%) | |
Coupang, Inc. (c) | | | 711,035 | | | | 12,372 | | |
KakaoBank Corp. (b) | | | 249,705 | | | | 4,540 | | |
NAVER Corp. | | | 42,365 | | | | 5,930 | | |
| | | 22,842 | | |
Singapore (4.6%) | |
Grab Holdings Ltd., Class A (c) | | | 1,903,369 | | | | 6,529 | | |
Sea Ltd. ADR (c) | | | 47,985 | | | | 2,785 | | |
| | | 9,314 | | |
| | Shares | | Value (000) | |
Taiwan (7.1%) | |
Nien Made Enterprise Co. Ltd. | | | 346,000 | | | $ | 3,814 | | |
Silergy Corp. | | | 170,000 | | | | 2,118 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 445,000 | | | | 8,220 | | |
| | | 14,152 | | |
Total Common Stocks (Cost $189,269) | | | 195,422 | | |
Short-Term Investment (2.4%) | |
Investment Company (2.4%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $4,767) | | | 4,767,210 | | | | 4,767 | | |
Total Investments (100.0%) (Cost $194,036) Including $6,718 of Securities Loaned (d)(e) | | | 200,189 | | |
Liabilities in Excess of Other Assets (–0.0%)‡ | | | (74 | ) | |
Net Assets (100.0%) | | $ | 200,115 | | |
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.
‡ Amount is less than 0.05%.
(a) Security trades on the Hong Kong exchange.
(b) All or a portion of this security was on loan at June 30, 2023.
(c) Non-income producing security.
(d) The approximate fair value and percentage of net assets, $137,065,000 and 68.5%, 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 Consolidated Financial Statements.
(e) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $42,591,000 and the aggregate gross unrealized depreciation is approximately $36,438,000, resulting in net unrealized appreciation of approximately $6,153,000.
ADR American Depositary Receipt.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 25.2 | % | |
Banks | | | 24.7 | | |
Hotels, Restaurants & Leisure | | | 15.2 | | |
Interactive Media & Services | | | 9.8 | | |
Beverages | | | 8.0 | | |
Broadline Retail | | | 6.2 | | |
Real Estate Management & Development | | | 5.7 | | |
Semiconductors & Semiconductor Equipment | | | 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.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Asia Opportunity Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $189,269) | | $ | 195,422 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $4,767) | | | 4,767 | | |
Total Investments in Securities, at Value (Cost $194,036) | | | 200,189 | | |
Foreign Currency, at Value (Cost $210) | | | 210 | | |
Cash | | | 1 | | |
Dividends Receivable | | | 527 | | |
Receivable for Fund Shares Sold | | | 318 | | |
Receivable for Investments Sold | | | 37 | | |
Receivable from Affiliate | | | 17 | | |
Receivable from Securities Lending Income | | | 6 | | |
Other Assets | | | 69 | | |
Total Assets | | | 201,374 | | |
Liabilities: | |
Payable for Advisory Fees | | | 432 | | |
Deferred Capital Gain Country Tax | | | 412 | | |
Payable for Investments Purchased | | | 164 | | |
Payable for Fund Shares Redeemed | | | 112 | | |
Payable for Professional Fees | | | 50 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 33 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 2 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 2 | | |
Payable for Shareholder Services Fees — Class A | | | 6 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 10 | | |
Payable for Administration Fees | | | 13 | | |
Payable for Custodian Fees | | | 1 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class R6 | | | — | @ | |
Other Liabilities | | | 22 | | |
Total Liabilities | | | 1,259 | | |
Net Assets | | $ | 200,115 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 324,129 | | |
Total Accumulated Loss | | | (124,014 | ) | |
Net Assets | | $ | 200,115 | | |
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Asia Opportunity Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 147,343 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 7,847,971 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 18.77 | | |
CLASS A: | |
Net Assets | | $ | 30,436 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,655,301 | | |
Net Asset Value, Redemption Price Per Share | | $ | 18.39 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.02 | | |
Maximum Offering Price Per Share | | $ | 19.41 | | |
CLASS C: | |
Net Assets | | $ | 12,269 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 700,110 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.53 | | |
CLASS R6: | |
Net Assets | | $ | 10,067 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 534,645 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 18.83 | | |
(1) Including: Securities on Loan, at Value: | | $ | 6,718 | | |
@ 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, 2023 (unaudited)
Asia Opportunity Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $137 of Foreign Taxes Withheld) | | $ | 1,649 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 201 | | |
Income from Securities Loaned — Net | | | 36 | | |
Total Investment Income | | | 1,886 | | |
Expenses: | |
Advisory Fees (Note B) | | | 902 | | |
Shareholder Services Fees — Class A (Note D) | | | 39 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 67 | | |
Administration Fees (Note C) | | | 90 | | |
Professional Fees | | | 81 | | |
Sub Transfer Agency Fees — Class I | | | 54 | | |
Sub Transfer Agency Fees — Class A | | | 16 | | |
Sub Transfer Agency Fees — Class C | | | 5 | | |
Custodian Fees (Note F) | | | 57 | | |
Registration Fees | | | 28 | | |
Shareholder Reporting Fees | | | 12 | | |
Transfer Agency Fees — Class I (Note E) | | | 4 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 3 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 17 | | |
Total Expenses | | | 1,382 | | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (16 | ) | |
Reimbursement of Class Specific Expenses — Class R6 (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (9 | ) | |
Waiver of Advisory Fees (Note B) | | | (7 | ) | |
Net Expenses | | | 1,349 | | |
Net Investment Income | | | 537 | | |
Realized Loss: | |
Investments Sold (Net of $57 of Capital Gain Country Tax) | | | (16,068 | ) | |
Foreign Currency Translation | | | (38 | ) | |
Net Realized Loss | | | (16,106 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $285) | | | 4,286 | | |
Foreign Currency Translation | | | (2 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 4,284 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (11,822 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (11,285 | ) | |
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Asia Opportunity Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 537 | | | $ | (230 | ) | |
Net Realized Loss | | | (16,106 | ) | | | (30,944 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 4,284 | | | | (69,156 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (11,285 | ) | | | (100,330 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 48,904 | | | | 87,996 | | |
Redeemed | | | (46,736 | ) | | | (176,956 | ) | |
Class A: | |
Subscribed | | | 6,880 | | | | 6,972 | | |
Redeemed | | | (4,096 | ) | | | (39,635 | ) | |
Class C: | |
Subscribed | | | 370 | | | | 3,936 | | |
Redeemed | | | (1,355 | ) | | | (4,929 | ) | |
Class R6:* | |
Subscribed | | | 17 | | | | 63 | | |
Redeemed | | | (75 | ) | | | (11 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | 3,909 | | | | (122,564 | ) | |
Redemption Fees | | | 1 | | | | 7 | | |
Total Decrease in Net Assets | | | (7,375 | ) | | | (222,887 | ) | |
Net Assets: | |
Beginning of Period | | | 207,490 | | | | 430,377 | | |
End of Period | | $ | 200,115 | | | $ | 207,490 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 2,431 | | | | 4,219 | | |
Shares Redeemed | | | (2,488 | ) | | | (9,141 | ) | |
Net Decrease in Class I Shares Outstanding | | | (57 | ) | | | (4,922 | ) | |
Class A: | |
Shares Subscribed | | | 352 | | | | 332 | | |
Shares Redeemed | | | (217 | ) | | | (1,965 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | 135 | | | | (1,633 | ) | |
Class C: | |
Shares Subscribed | | | 20 | | | | 220 | | |
Shares Redeemed | | | (75 | ) | | | (265 | ) | |
Net Decrease in Class C Shares Outstanding | | | (55 | ) | | | (45 | ) | |
Class R6:* | |
Shares Subscribed | | | 1 | | | | 4 | | |
Shares Redeemed | | | (4 | ) | | | (1 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | (3 | ) | | | 3 | | |
* 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, 2023
Consolidated Financial Highlights
Asia Opportunity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 19.49 | | | $ | 24.99 | | | $ | 31.72 | | | $ | 21.02 | | | $ | 14.53 | | | $ | 16.92 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.06 | | | | 0.00 | (3) | | | (0.12 | ) | | | (0.12 | ) | | | 0.02 | | | | 0.01 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.78 | ) | | | (5.50 | ) | | | (6.39 | ) | | | 11.16 | | | | 6.47 | | | | (2.30 | ) | |
Total from Investment Operations | | | (0.72 | ) | | | (5.50 | ) | | | (6.51 | ) | | | 11.04 | | | | 6.49 | | | | (2.29 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | |
Net Realized Gain | | | — | | | | — | | | | (0.22 | ) | | | (0.34 | ) | | | — | | | | (0.10 | ) | |
Total Distributions | | | — | | | | — | | | | (0.22 | ) | | | (0.34 | ) | | | (0.01 | ) | | | (0.10 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.01 | | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 18.77 | | | $ | 19.49 | | | $ | 24.99 | | | $ | 31.72 | | | $ | 21.02 | | | $ | 14.53 | | |
Total Return(4) | | | (3.69 | )%(5) | | | (22.01 | )% | | | (20.52 | )% | | | 52.53 | % | | | 44.74 | % | | | (13.65 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 147,343 | | | $ | 154,092 | | | $ | 320,534 | | | $ | 366,758 | | | $ | 83,805 | | | $ | 25,479 | | |
Ratio of Expenses Before Expense Limitation | | | 1.12 | %(6) | | | 1.17 | % | | | 1.05 | % | | | N/A | | | | 1.28 | % | | | 1.67 | % | |
Ratio of Expenses After Expense Limitation | | | 1.09 | %(6)(7) | | | 1.10 | %(7) | | | 1.05 | %(7) | | | 1.06 | %(7) | | | 1.08 | %(7) | | | 1.09 | %(7) | |
Ratio of Net Investment Income (Loss) | | | 0.58 | %(6)(7) | | | 0.01 | %(7) | | | (0.41 | )%(7) | | | (0.48 | )%(7) | | | 0.11 | %(7) | | | 0.04 | %(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 9 | %(5) | | | 14 | % | | | 65 | % | | | 44 | % | | | 27 | % | | | 63 | % | |
(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) 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 consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Asia Opportunity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 19.12 | | | $ | 24.58 | | | $ | 31.29 | | | $ | 20.79 | | | $ | 14.42 | | | $ | 16.84 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.03 | | | | (0.06 | ) | | | (0.20 | ) | | | (0.19 | ) | | | (0.06 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (0.76 | ) | | | (5.40 | ) | | | (6.29 | ) | | | 11.03 | | | | 6.42 | | | | (2.28 | ) | |
Total from Investment Operations | | | (0.73 | ) | | | (5.46 | ) | | | (6.49 | ) | | | 10.84 | | | | 6.36 | | | | (2.32 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | — | | | | (0.22 | ) | | | (0.34 | ) | | | — | | | | (0.10 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.01 | | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 18.39 | | | $ | 19.12 | | | $ | 24.58 | | | $ | 31.29 | | | $ | 20.79 | | | $ | 14.42 | | |
Total Return(4) | | | (3.82 | )%(5) | | | (22.21 | )% | | | (20.74 | )% | | | 52.15 | % | | | 44.17 | % | | | (13.89 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 30,436 | | | $ | 29,072 | | | $ | 77,496 | | | $ | 98,559 | | | $ | 45,111 | | | $ | 6,930 | | |
Ratio of Expenses Before Expense Limitation | | | 1.42 | %(6) | | | 1.42 | % | | | 1.32 | % | | | N/A | | | | 1.56 | % | | | 2.05 | % | |
Ratio of Expenses After Expense Limitation | | | 1.40 | %(6)(7) | | | 1.38 | %(7) | | | 1.32 | %(7) | | | 1.34 | %(7) | | | 1.37 | %(7) | | | 1.44 | %(7) | |
Ratio of Net Investment Income (Loss) | | | 0.28 | %(6)(7) | | | (0.29 | )%(7) | | | (0.69 | )%(7) | | | (0.76 | )%(7) | | | (0.33 | )%(7) | | | (0.22 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 9 | %(5) | | | 14 | % | | | 65 | % | | | 44 | % | | | 27 | % | | | 63 | % | |
(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) 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 consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Asia Opportunity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 18.29 | | | $ | 23.69 | | | $ | 30.39 | | | $ | 20.35 | | | $ | 14.21 | | | $ | 16.73 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.04 | ) | | | (0.19 | ) | | | (0.41 | ) | | | (0.36 | ) | | | (0.17 | ) | | | (0.15 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (0.72 | ) | | | (5.21 | ) | | | (6.07 | ) | | | 10.74 | | | | 6.30 | | | | (2.27 | ) | |
Total from Investment Operations | | | (0.76 | ) | | | (5.40 | ) | | | (6.48 | ) | | | 10.38 | | | | 6.13 | | | | (2.42 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | — | | | | (0.22 | ) | | | (0.34 | ) | | | — | | | | (0.10 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.01 | | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 17.53 | | | $ | 18.29 | | | $ | 23.69 | | | $ | 30.39 | | | $ | 20.35 | | | $ | 14.21 | | |
Total Return(4) | | | (4.16 | )%(5) | | | (22.79 | )% | | | (21.32 | )% | | | 51.02 | % | | | 43.21 | % | | | (14.58 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 12,269 | | | $ | 13,816 | | | $ | 18,947 | | | $ | 19,042 | | | $ | 8,445 | | | $ | 2,582 | | |
Ratio of Expenses Before Expense Limitation | | | 2.16 | %(6) | | | 2.15 | % | | | 2.05 | % | | | N/A | | | | 2.33 | % | | | 2.80 | % | |
Ratio of Expenses After Expense Limitation | | | 2.15 | %(6)(7) | | | 2.11 | %(7) | | | 2.05 | %(7) | | | 2.08 | %(7) | | | 2.14 | %(7) | | | 2.19 | %(7) | |
Ratio of Net Investment Loss | | | (0.48 | )%(6)(7) | | | (1.00 | )%(7) | | | (1.41 | )%(7) | | | (1.49 | )%(7) | | | (0.95 | )%(7) | | | (0.92 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 9 | %(5) | | | 14 | % | | | 65 | % | | | 44 | % | | | 27 | % | | | 63 | % | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Asia Opportunity Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 19.55 | | | $ | 25.04 | | | $ | 31.76 | | | $ | 21.04 | | | $ | 14.54 | | | $ | 16.92 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.06 | | | | 0.01 | | | | (0.09 | ) | | | (0.09 | ) | | | 0.03 | | | | 0.01 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.78 | ) | | | (5.50 | ) | | | (6.41 | ) | | | 11.15 | | | | 6.48 | | | | (2.29 | ) | |
Total from Investment Operations | | | (0.72 | ) | | | (5.49 | ) | | | (6.50 | ) | | | 11.06 | | | | 6.51 | | | | (2.28 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.02 | ) | | | — | | |
Net Realized Gain | | | — | | | | — | | | | (0.22 | ) | | | (0.34 | ) | | | — | | | | (0.10 | ) | |
Total Distributions | | | — | | | | — | | | | (0.22 | ) | | | (0.34 | ) | | | (0.02 | ) | | | (0.10 | ) | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.01 | | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 18.83 | | | $ | 19.55 | | | $ | 25.04 | | | $ | 31.76 | | | $ | 21.04 | | | $ | 14.54 | | |
Total Return(5) | | | (3.63 | )%(6) | | | (21.96 | )% | | | (20.46 | )% | | | 52.58 | % | | | 44.82 | % | | | (13.59 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 10,067 | | | $ | 10,510 | | | $ | 13,400 | | | $ | 26,707 | | | $ | 21 | | | $ | 15 | | |
Ratio of Expenses Before Expense Limitation | | | 1.08 | %(7) | | | 1.12 | % | | | 0.98 | % | | | 1.03 | % | | | 11.85 | % | | | 13.31 | % | |
Ratio of Expenses After Expense Limitation | | | 1.04 | %(7)(8) | | | 1.05 | %(8) | | | 0.98 | %(8) | | | 1.01 | %(8) | | | 1.03 | %(8) | | | 1.04 | %(8) | |
Ratio of Net Investment Income (Loss) | | | 0.63 | %(7)(8) | | | 0.06 | %(8) | | | (0.31 | )%(8) | | | (0.32 | )%(8) | | | 0.19 | %(8) | | | 0.05 | %(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 9 | %(6) | | | 14 | % | | | 65 | % | | | 44 | % | | | 27 | % | | | 63 | % | |
(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) Not annualized.
(7) Annualized.
(8) 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."
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 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, 2023, the Subsidiary represented 0% 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/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/dealers; (3) fixed income 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. If Morgan Stanley Investment Management Inc. (the "Adviser") or
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
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 | | $ | 13,410 | | | $ | 35,926 | | | $ | — | | | $ | 49,336 | | |
Beverages | | | — | | | | 15,924 | | | | — | | | | 15,924 | | |
Broadline Retail | | | 12,372 | | | | — | | | | — | | | | 12,372 | | |
Chemicals | | | — | | | | 1,915 | | | | — | | | | 1,915 | | |
Construction Materials | | | — | | | | 2,258 | | | | — | | | | 2,258 | | |
Consumer Finance | | | 4,994 | | | | — | | | | — | | | | 4,994 | | |
Diversified Consumer Services | | | — | | | | 602 | | | | — | | | | 602 | | |
Entertainment | | | 3,698 | | | | — | | | | — | | | | 3,698 | | |
Food Products | | | — | | | | 8,947 | | | | — | | | | 8,947 | | |
Ground Transportation | | | 6,529 | | | | — | | | | — | | | | 6,529 | | |
Hotels, Restaurants & Leisure | | | 9,134 | | | | 21,176 | | | | — | | | | 30,310 | | |
Household Durables | | | — | | | | 3,814 | | | | — | | | | 3,814 | | |
Insurance | | | — | | | | 6,052 | | | | — | | | | 6,052 | | |
Interactive Media & Services | | | — | | | | 19,758 | | | | — | | | | 19,758 | | |
Real Estate Management & Development | | | 8,220 | | | | 3,220 | | | | — | | | | 11,440 | | |
Semiconductors & Semiconductor Equipment | | | — | | | | 10,338 | | | | — | | | | 10,338 | | |
Software | | | — | | | | 784 | | | | — | | | | 784 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 6,351 | | | | — | | | | 6,351 | | |
Total Common Stocks | | | 58,357 | | | | 137,065 | | | | — | | | | 195,422 | | |
Short-Term Investment | |
Investment Company | | | 4,767 | | | | — | | | | — | | | | 4,767 | | |
Total Assets | | $ | 63,124 | | | $ | 137,065 | | | $ | — | | | $ | 200,189 | | |
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 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.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 U.S. 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. 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, 2023:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amount Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 6,718 | (a) | | $ | — | | | $ | (6,718 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received non-cash collateral of approximately $7,123,000 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.
(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 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: 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
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 $750 million | | Next $750 million | | Over $1.5 billion | |
| 0.80 | % | | | 0.75 | % | | | 0.70 | % | |
For the six months ended June 30, 2023, 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, 2023, approximately $7,000 of advisory fees were waived and approximately $17,000 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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $26,561,000 and $19,470,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended ended June 30, 2023.
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, 2023, advisory fees paid were reduced by approximately $9,000 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 3,119 | | | $ | 53,479 | | | $ | 51,831 | | | $ | 201 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 4,767 | | |
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, 2023, 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 RIC 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
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | — | | | $ | — | | | $ | 4,138 | | |
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 net operating loss and tax adjustments related to the Subsidiary, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Accumulated Loss (000) | | Paid-In- Capital (000) | |
$ | 7,924 | | | $ | (7,924 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $77,852,000 and $19,683,000, 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, 2022, the Fund intends to defer to January 1, 2023 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$ | 91 | | | $ | — | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 78.5%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to cryptocurrencies 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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 five-year period but below 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. 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.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIASOPPSAN
5853404 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Counterpoint Global Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 8 | | |
Consolidated Statement of Operations | | | 9 | | |
Consolidated Statements of Changes in Net Assets | | | 10 | | |
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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,353.90 | | | $ | 1,019.64 | | | $ | 6.07 | | | $ | 5.21 | | | | 1.04 | % | |
Counterpoint Global Portfolio Class A | | | 1,000.00 | | | | 1,351.00 | | | | 1,017.90 | | | | 8.10 | | | | 6.95 | | | | 1.39 | | |
Counterpoint Global Portfolio Class C | | | 1,000.00 | | | | 1,347.50 | | | | 1,014.18 | | | | 12.46 | | | | 10.69 | | | | 2.14 | | |
Counterpoint Global Portfolio Class R6 | | | 1,000.00 | | | | 1,352.90 | | | | 1,019.84 | | | | 5.83 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments
Counterpoint Global Portfolio
| | Shares | | Value (000) | |
Common Stocks (95.9%) | |
Argentina (0.1%) | |
Globant SA (a) | | | 63 | | | $ | 11 | | |
Brazil (0.3%) | |
B3 SA — Brasil Bolsa Balcao | | | 592 | | | | 2 | | |
NU Holdings Ltd., Class A (a) | | | 3,046 | | | | 24 | | |
Vale SA | | | 212 | | | | 3 | | |
| | | 29 | | |
Canada (4.3%) | |
Brookfield Asset Management Ltd., Class A | | | 73 | | | | 2 | | |
Brookfield Corp. | | | 193 | | | | 6 | | |
Brookfield Infrastructure Partners LP | | | 194 | | | | 7 | | |
Canada Goose Holdings, Inc. (a) | | | 503 | | | | 9 | | |
Canadian National Railway Co. | | | 322 | | | | 39 | | |
Constellation Software, Inc. | | | 22 | | | | 46 | | |
FirstService Corp. | | | 24 | | | | 4 | | |
Lumine Group, Inc. (a) | | | 50 | | | | 1 | | |
Shopify, Inc., Class A (a) | | | 3,935 | | | | 254 | | |
Topicus.com, Inc. (a) | | | 632 | | | | 52 | | |
| | | 420 | | |
China (1.1%) | |
China East Education Holdings Ltd. (b) | | | 500 | | | | — | @ | |
China Resources Mixc Lifestyle Services Ltd. (b) | | | 400 | | | | 2 | | |
Foshan Haitian Flavouring & Food Co. Ltd., Class A | | | 635 | | | | 4 | | |
Greentown Service Group Co. Ltd. (b) | | | 2,000 | | | | 1 | | |
Haidilao International Holding Ltd. (b) | | | 3,000 | | | | 7 | | |
HUYA, Inc. ADR (a) | | | 97 | | | | — | @ | |
Inner Mongolia Yili Industrial Group Co. Ltd., Class A | | | 300 | | | | 1 | | |
KE Holdings, Inc. ADR (a) | | | 386 | | | | 6 | | |
Kuaishou Technology (a)(b) | | | 500 | | | | 3 | | |
Meituan, Class B (a)(b) | | | 2,320 | | | | 36 | | |
Qifu Technology, Inc. ADR | | | 188 | | | | 3 | | |
Shenzhou International Group Holdings Ltd. (b) | | | 300 | | | | 3 | | |
Tencent Holdings Ltd. (b) | | | 200 | | | | 9 | | |
Trip.com Group Ltd. ADR (a) | | | 826 | | | | 29 | | |
Weimob, Inc. (a)(b) | | | 1,000 | | | | 1 | | |
| | | 105 | | |
Denmark (1.3%) | |
Chr Hansen Holding AS | | | 7 | | | | — | @ | |
DSV AS | | | 576 | | | | 121 | | |
Novo Nordisk AS Series B | | | 30 | | | | 5 | | |
| | | 126 | | |
France (2.3%) | |
Airbus SE | | | 56 | | | | 8 | | |
Christian Dior SE | | | 8 | | | | 7 | | |
EssilorLuxottica SA | | | 46 | | | | 9 | | |
Eurofins Scientific SE | | | 1,371 | | | | 87 | | |
Hermes International | | | 37 | | | | 80 | | |
L'Oreal SA | | | 5 | | | | 2 | | |
Pernod Ricard SA | | | 52 | | | | 12 | | |
| | Shares | | Value (000) | |
Remy Cointreau SA | | | 9 | | | $ | 1 | | |
Safran SA | | | 126 | | | | 20 | | |
| | | 226 | | |
Germany (0.6%) | |
Adidas AG | | | 210 | | | | 41 | | |
HelloFresh SE (a) | | | 385 | | | | 9 | | |
Puma SE | | | 105 | | | | 6 | | |
| | | 56 | | |
Hong Kong (0.1%) | |
AIA Group Ltd. | | | 1,200 | | | | 12 | | |
Super Hi International Holding Ltd. (a) | | | 300 | | | | 1 | | |
| | | 13 | | |
India (2.0%) | |
Axis Bank Ltd. | | | 338 | | | | 4 | | |
HDFC Bank Ltd. ADR | | | 1,934 | | | | 135 | | |
ICICI Bank Ltd. ADR | | | 2,009 | | | | 46 | | |
IndusInd Bank Ltd. | | | 318 | | | | 5 | | |
Shree Cement Ltd. | | | 6 | | | | 2 | | |
Titan Co. Ltd. | | | 100 | | | | 4 | | |
Zomato Ltd. (a) | | | 1,688 | | | | 2 | | |
| | | 198 | | |
Indonesia (0.0%)‡ | |
Avia Avian Tbk PT | | | 40,100 | | | | 2 | | |
Israel (3.2%) | |
Global-e Online Ltd. (a) | | | 7,443 | | | | 305 | | |
Italy (1.2%) | |
Brunello Cucinelli SpA | | | 80 | | | | 7 | | |
Davide Campari-Milano NV | | | 865 | | | | 12 | | |
Ferrari NV | | | 14 | | | | 5 | | |
Moncler SpA | | | 1,258 | | | | 87 | | |
| | | 111 | | |
Japan (0.5%) | |
Change Holdings, Inc. | | | 100 | | | | 2 | | |
Keyence Corp. | | | 100 | | | | 47 | | |
| | | 49 | | |
Korea, Republic of (1.8%) | |
Coupang, Inc. (a) | | | 8,575 | | | | 149 | | |
KakaoBank Corp. | | | 477 | | | | 9 | | |
NAVER Corp. | | | 107 | | | | 15 | | |
| | | 173 | | |
Mexico (0.0%)‡ | |
Grupo Aeroportuario del Sureste SAB de CV, Class B | | | 60 | | | | 2 | | |
Netherlands (3.2%) | |
Adyen NV (a) | | | 103 | | | | 179 | | |
ASML Holding NV | | | 39 | | | | 28 | | |
ASML Holding NV (Registered) | | | 61 | | | | 44 | | |
Basic-Fit NV (a) | | | 1,042 | | | | 40 | | |
Heineken NV | | | 149 | | | | 15 | | |
Universal Music Group NV | | | 284 | | | | 6 | | |
| | | 312 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Counterpoint Global Portfolio
| | Shares | | Value (000) | |
Norway (0.0%)‡ | |
AutoStore Holdings Ltd. (a) | | | 1,749 | | | $ | 4 | | |
Singapore (1.4%) | |
Grab Holdings Ltd., Class A (a) | | | 35,399 | | | | 121 | | |
Sea Ltd. ADR (a) | | | 197 | | | | 12 | | |
| | | 133 | | |
Sweden (0.3%) | |
Evolution AB | | | 137 | | | | 17 | | |
Kinnevik AB, Class B (a) | | | 316 | | | | 5 | | |
Vitrolife AB | | | 220 | | | | 4 | | |
| | | 26 | | |
Switzerland (0.5%) | |
Kuehne & Nagel International AG (Registered) | | | 35 | | | | 10 | | |
On Holding AG, Class A (a) | | | 649 | | | | 21 | | |
Straumann Holding AG (Registered) | | | 102 | | | | 17 | | |
| | | 48 | | |
Taiwan (0.2%) | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 1,000 | | | | 18 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | 35 | | | | 4 | | |
| | | 22 | | |
United Kingdom (3.4%) | |
Abcam PLC ADR (a) | | | 86 | | | | 2 | | |
Babcock International Group PLC (a) | | | 14,994 | | | | 54 | | |
Deliveroo PLC (a) | | | 2,455 | | | | 4 | | |
Diageo PLC | | | 216 | | | | 9 | | |
Fevertree Drinks PLC | | | 239 | | | | 4 | | |
Rentokil Initial PLC | | | 5,952 | | | | 46 | | |
Rightmove PLC | | | 1,490 | | | | 10 | | |
Victoria PLC (a) | | | 25,388 | | | | 190 | | |
Vistry Group PLC | | | 943 | | | | 8 | | |
| | | 327 | | |
United States (68.1%) | |
10X Genomics, Inc., Class A (a) | | | 1,042 | | | | 58 | | |
23andMe Holding Co., Class A (a) | | | 882 | | | | 2 | | |
Adobe, Inc. (a) | | | 120 | | | | 59 | | |
Advance Auto Parts, Inc. | | | 80 | | | | 6 | | |
Affirm Holdings, Inc. (a) | | | 6,255 | | | | 96 | | |
Agilon health, Inc. (a) | | | 7,010 | | | | 122 | | |
Airbnb, Inc., Class A (a) | | | 19 | | | | 2 | | |
Alnylam Pharmaceuticals, Inc. (a) | | | 1 | | | | — | @ | |
Alphabet, Inc., Class A (a) | | | 655 | | | | 79 | | |
Amazon.com, Inc. (a) | | | 1,453 | | | | 189 | | |
American Tower Corp. REIT | | | 2 | | | | — | @ | |
Anterix, Inc. (a) | | | 133 | | | | 4 | | |
Appian Corp., Class A (a) | | | 1,780 | | | | 85 | | |
Arbutus Biopharma Corp. (a) | | | 7,315 | | | | 17 | | |
ATAI Life Sciences NV (a) | | | 1,058 | | | | 2 | | |
Aurora Innovation, Inc. (a) | | | 2,467 | | | | 7 | | |
AutoZone, Inc. (a) | | | 1 | | | | 3 | | |
Axon Enterprise, Inc. (a) | | | 2 | | | | — | @ | |
Ball Corp. | | | 34 | | | | 2 | | |
| | Shares | | Value (000) | |
BARK, Inc. (a) | | | 1,652 | | | $ | 2 | | |
Beam Therapeutics, Inc. (a) | | | 89 | | | | 3 | | |
Berkshire Hathaway, Inc., Class B (a) | | | 14 | | | | 5 | | |
Bills Holdings, Inc. (a) | | | 1,863 | | | | 218 | | |
Block, Inc., Class A (a) | | | 796 | | | | 53 | | |
Brown & Brown, Inc. | | | 239 | | | | 16 | | |
Cadence Design Systems, Inc. (a) | | | 2 | | | | — | @ | |
Carvana Co. (a) | | | 7,811 | | | | 202 | | |
Cava Group, Inc. (a) | | | 192 | | | | 8 | | |
Celsius Holdings, Inc. (a) | | | 15 | �� | | | 2 | | |
Chewy, Inc., Class A (a) | | | 873 | | | | 34 | | |
Cintas Corp. | | | 1 | | | | 1 | | |
Clear Secure, Inc., Class A | | | 141 | | | | 3 | | |
Cloudflare, Inc., Class A (a) | | | 20,726 | | | | 1,355 | | |
Coinbase Global, Inc., Class A (a) | | | 46 | | | | 3 | | |
Confluent, Inc., Class A (a) | | | 330 | | | | 12 | | |
Copart, Inc. (a) | | | 9 | | | | 1 | | |
Cricut, Inc., Class A | | | 15,164 | | | | 185 | | |
Danaher Corp. | | | 115 | | | | 28 | | |
Datadog, Inc., Class A (a) | | | 25 | | | | 2 | | |
Dollar General Corp. | | | 341 | | | | 58 | | |
Domino's Pizza, Inc. | | | 1 | | | | — | @ | |
DoorDash, Inc., Class A (a) | | | 2,269 | | | | 173 | | |
Doximity, Inc., Class A (a) | | | 3,004 | | | | 102 | | |
Duolingo, Inc. (a) | | | 57 | | | | 8 | | |
Ecolab, Inc. | | | 15 | | | | 3 | | |
Eli Lilly & Co. | | | 1 | | | | — | @ | |
Endeavor Group Holdings, Inc., Class A (a) | | | 621 | | | | 15 | | |
Enphase Energy, Inc. (a) | | | 7 | | | | 1 | | |
Estee Lauder Cos., Inc., Class A | | | 4 | | | | 1 | | |
Eventbrite, Inc., Class A (a) | | | 1,605 | | | | 15 | | |
Fastenal Co. | | | 8 | | | | — | @ | |
Fastly, Inc., Class A (a) | | | 4,609 | | | | 73 | | |
Figs, Inc., Class A (a) | | | 907 | | | | 8 | | |
Floor & Decor Holdings, Inc., Class A (a) | | | 2,117 | | | | 220 | | |
Gartner, Inc. (a) | | | 30 | | | | 11 | | |
GH Research PLC (a) | | | 237 | | | | 3 | | |
Ginkgo Bioworks Holdings, Inc. (a) | | | 8,455 | | | | 16 | | |
Gitlab, Inc., Class A (a) | | | 1,548 | | | | 79 | | |
Guardant Health, Inc. (a) | | | 80 | | | | 3 | | |
HEICO Corp., Class A | | | 3 | | | | — | @ | |
Home Depot, Inc. | | | 8 | | | | 3 | | |
HubSpot, Inc. (a) | | | 109 | | | | 58 | | |
Illumina, Inc. (a) | | | 661 | | | | 124 | | |
Inspire Medical Systems, Inc. (a) | | | 14 | | | | 5 | | |
Intellia Therapeutics, Inc. (a) | | | 369 | | | | 15 | | |
Intercontinental Exchange, Inc. | | | 472 | | | | 53 | | |
Intuitive Surgical, Inc. (a) | | | 9 | | | | 3 | | |
Joby Aviation, Inc. (a) | | | 785 | | | | 8 | | |
Linde PLC | | | 21 | | | | 8 | | |
Lithia Motors, Inc., Class A | | | 54 | | | | 16 | | |
Martin Marietta Materials, Inc. | | | 2 | | | | 1 | | |
Mastercard, Inc., Class A | | | 82 | | | | 32 | | |
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Counterpoint Global Portfolio
| | Shares | | Value (000) | |
United States (cont'd) | |
MaxCyte, Inc. (a) | | | 855 | | | $ | 4 | | |
McCormick & Co., Inc. | | | 5 | | | | — | @ | |
McDonald's Corp. | | | 1 | | | | — | @ | |
MercadoLibre, Inc. (a) | | | 137 | | | | 162 | | |
Meta Platforms, Inc., Class A (a) | | | 408 | | | | 117 | | |
MicroStrategy, Inc., Class A (a) | | | 62 | | | | 21 | | |
Moderna, Inc. (a) | | | 8 | | | | 1 | | |
MongoDB, Inc. (a) | | | 68 | | | | 28 | | |
MP Materials Corp. (a) | | | 135 | | | | 3 | | |
MSCI, Inc. | | | 4 | | | | 2 | | |
Netflix, Inc. (a) | | | 3 | | | | 1 | | |
Olo, Inc., Class A (a) | | | 473 | | | | 3 | | |
Opendoor Technologies, Inc. (a) | | | 1,227 | | | | 5 | | |
Outset Medical, Inc. (a) | | | 217 | | | | 5 | | |
Peloton Interactive, Inc., Class A (a) | | | 7,540 | | | | 58 | | |
Penumbra, Inc. N (a) | | | 6 | | | | 2 | | |
Pool Corp. | | | 103 | | | | 39 | | |
Privia Health Group, Inc. (a) | | | 151 | | | | 4 | | |
Procore Technologies, Inc. (a) | | | 1,314 | | | | 86 | | |
Progressive Corp. | | | 59 | | | | 8 | | |
ProKidney Corp. (a) | | | 2,240 | | | | 25 | | |
Redfin Corp. (a) | | | 347 | | | | 4 | | |
Rivian Automotive, Inc., Class A (a) | | | 108 | | | | 2 | | |
ROBLOX Corp., Class A (a) | | | 3,291 | | | | 133 | | |
Roivant Sciences Ltd. (a) | | | 4,698 | | | | 47 | | |
Rollins, Inc. | | | 10 | | | | — | @ | |
Roper Technologies, Inc. | | | 1 | | | | 1 | | |
Royal Gold, Inc. | | | 102 | | | | 12 | | |
Royalty Pharma PLC, Class A | | | 7,070 | | | | 217 | | |
S&P Global, Inc. | | | 39 | | | | 16 | | |
Salesforce, Inc. (a) | | | 201 | | | | 42 | | |
Samsara, Inc., Class A (a) | | | 4,228 | | | | 117 | | |
Schrodinger, Inc. (a) | | | 220 | | | | 11 | | |
Service Corp. International | | | 23 | | | | 2 | | |
ServiceNow, Inc. (a) | | | 181 | | | | 102 | | |
Sherwin-Williams Co. | | | 17 | | | | 5 | | |
Snowflake, Inc., Class A (a) | | | 2,082 | | | | 366 | | |
Soho House & Co., Inc., Class A (a) | | | 538 | | | | 3 | | |
SomaLogic, Inc. (a) | | | 875 | | | | 2 | | |
Spotify Technology SA (a) | | | 411 | | | | 66 | | |
Standard BioTools, Inc. (a) | | | 2,026 | | | | 4 | | |
Starbucks Corp. | | | 4 | | | | — | @ | |
Synopsys, Inc. (a) | | | 1 | | | | — | @ | |
Tesla, Inc. (a) | | | 544 | | | | 142 | | |
Texas Pacific Land Corp. | | | 8 | | | | 11 | | |
Thermo Fisher Scientific, Inc. | | | 3 | | | | 2 | | |
Toast, Inc., Class A (a) | | | 978 | | | | 22 | | |
Tractor Supply Co. | | | 11 | | | | 2 | | |
Trade Desk, Inc., Class A (a) | | | 2,813 | | | | 217 | | |
TransDigm Group, Inc. | | | 2 | | | | 2 | | |
Tyler Technologies, Inc. (a) | | | 40 | | | | 17 | | |
Uber Technologies, Inc. (a) | | | 6,891 | | | | 298 | | |
| | Shares | | Value (000) | |
Union Pacific Corp. | | | 8 | | | $ | 2 | | |
UnitedHealth Group, Inc. | | | 29 | | | | 14 | | |
Unity Software, Inc. (a) | | | 129 | | | | 6 | | |
Veeva Systems, Inc., Class A (a) | | | 14 | | | | 3 | | |
Visa, Inc., Class A | | | 164 | | | | 39 | | |
Walt Disney Co. (a) | | | 462 | | | | 41 | | |
Waste Connections, Inc. | | | 31 | | | | 4 | | |
Watsco, Inc. | | | 5 | | | | 2 | | |
Wayfair, Inc., Class A (a) | | | 493 | | | | 32 | | |
World Wrestling Entertainment, Inc., Class A | | | 83 | | | | 9 | | |
XPEL, Inc. (a) | | | 98 | | | | 8 | | |
Zoetis, Inc. | | | 5 | | | | 1 | | |
ZoomInfo Technologies, Inc., Class A (a) | | | 85 | | | | 2 | | |
| | | 6,583 | | |
Total Common Stocks (Cost $7,432) | | | 9,281 | | |
Preferred Stocks (0.4%) | |
United States (0.4%) | |
Databricks, Inc., Series H (a)(c)(d) (acquisition cost — $44; acquired 8/31/21) | | | 594 | | | | 34 | | |
Stripe, Inc., Series H (a)(c)(d) (acquisition cost — $2; acquired 3/17/23) | | | 123 | | | | 3 | | |
Total Preferred Stocks (Cost $46) | | | 37 | | |
Investment Company (1.1%) | |
United States (1.1%) | |
Grayscale Bitcoin Trust (a) (Cost $195) | | | 5,728 | | | | 110 | | |
| | No. of Warrants | | | |
Warrants (0.0%)‡ | |
United States (0.0%)‡ | |
BARK, Inc. expires 05/01/26 (a) | | | 373 | | | | — | @ | |
Ginkgo Bioworks Holdings, Inc. expires 12/31/27 (a) | | | 261 | | | | — | @ | |
SomaLogic, Inc. expires 08/31/26 (a) | | | 96 | | | | — | @ | |
Total Warrants (Cost $3) | | | — | @ | |
| | Shares | | | |
Short-Term Investment (1.3%) | |
Investment Company (1.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $126) | | | 126,295 | | | | 126 | | |
Total Investments Excluding Purchased Options (98.7%)(Cost $7,802) | | | | | 9,554 | | |
Total Purchased Options Outstanding (0.2%) (Cost $23) | | | 17 | | |
Total Investments (98.9%) (Cost $7,825) (e)(f)(g) | | | 9,571 | | |
Other Assets in Excess of Liabilities (1.1)% | | | 103 | | |
Net Assets (100.0%) | | $ | 9,674 | | |
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 accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Counterpoint Global Portfolio
@ Value is less than $500.
‡ Amount is less than 0.05%.
(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, 2023 amounts to approximately $37,000 and represents 0.4% of net assets.
(d) At June 30, 2023, the Fund held fair valued securities valued at approximately $37,000, representing 0.4% 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.
(e) Securities are available for collateral in connection with purchased options.
(f) The approximate fair value and percentage of net assets, $1,354,000 and 14.0%, 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 Consolidated Financial Statements.
(g) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $2,412,000 and the aggregate gross unrealized depreciation is approximately $666,000, resulting in net unrealized appreciation of approximately $1,746,000.
ADR American Depositary Receipt.
REIT Real Estate Investment Trust.
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2023:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Appreciation (Depreciation) (000) | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.43 | | | Jan-24 | | | 1,001,997 | | | $ | 1,002 | | | $ | 7 | | | $ | 5 | | | $ | 2 | | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.53 | | | Jul-23 | | | 1,262,701 | | | | 1,263 | | | | — | @ | | | 6 | | | | (6 | ) | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.57 | | | Aug-23 | | | 1,500,000 | | | | 1,500 | | | | 1 | | | | 6 | | | | (5 | ) | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.57 | | | May-24 | | | 1,505,000 | | | | 1,505 | | | | 9 | | | | 6 | | | | 3 | | |
| | | | | | | | | | | | $ | 17 | | | $ | 23 | | | $ | (6 | ) | |
@ Value is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 53.3 | % | |
Information Technology Services | | | 22.0 | | |
Software | | | 10.8 | | |
Broadline Retail | | | 8.5 | | |
Specialty Retail | | | 5.4 | | |
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.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Counterpoint Global Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $7,699) | | $ | 9,445 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $126) | | | 126 | | |
Total Investments in Securities, at Value (Cost $7,825) | | | 9,571 | | |
Foreign Currency, at Value (Cost $21) | | | 21 | | |
Cash | | | — | @ | |
Due from Adviser | | | 74 | | |
Receivable for Investments Sold | | | 18 | | |
Dividends Receivable | | | 16 | | |
Tax Reclaim Receivable | | | 1 | | |
Receivable from Affiliate | | | 1 | | |
Other Assets | | | 68 | | |
Total Assets | | | 9,770 | | |
Liabilities: | |
Payable for Professional Fees | | | 47 | | |
Payable for Custodian Fees | | | 8 | | |
Payable for Investments Purchased | | | 3 | | |
Payable for Administration Fees | | | 1 | | |
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 Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 36 | | |
Total Liabilities | | | 96 | | |
Net Assets | | $ | 9,674 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 14,297 | | |
Total Accumulated Loss | | | (4,623 | ) | |
Net Assets | | $ | 9,674 | | |
CLASS I: | |
Net Assets | | $ | 8,881 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 879,158 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.10 | | |
CLASS A: | |
Net Assets | | $ | 651 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 65,606 | | |
Net Asset Value, Redemption Price Per Share | | $ | 9.93 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.55 | | |
Maximum Offering Price Per Share | | $ | 10.48 | | |
CLASS C: | |
Net Assets | | $ | 129 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 13,574 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.54 | | |
CLASS R6: | |
Net Assets | | $ | 13 | | |
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 | | $ | 10.12 | | |
@ 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, 2023 (unaudited)
Counterpoint Global Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $2 of Foreign Taxes Withheld) | | $ | 33 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 7 | | |
Total Investment Income | | | 40 | | |
Expenses: | |
Professional Fees | | | 80 | | |
Custodian Fees (Note F) | | | 52 | | |
Advisory Fees (Note B) | | | 34 | | |
Registration Fees | | | 20 | | |
Shareholder Reporting Fees | | | 12 | | |
Pricing Fees | | | 10 | | |
Transfer Agency Fees — Class I (Note E) | | | 2 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 1 | | |
Administration Fees (Note C) | | | 3 | | |
Directors' Fees and Expenses | | | 1 | | |
Shareholder Services Fees — Class A (Note D) | | | 1 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Sub Transfer Agency Fees — Class I | | | 1 | | |
Sub Transfer Agency Fees — Class A | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Other Expenses | | | 9 | | |
Total Expenses | | | 229 | | |
Expenses Reimbursed by Adviser (Note B) | | | (144 | ) | |
Waiver of Advisory Fees (Note B) | | | (34 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (2 | ) | |
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 | | | 46 | | |
Net Investment Loss | | | (6 | ) | |
Realized Gain (Loss): | |
Investments Sold (Net of $—@ of Capital Gain Country Tax) | | | (108 | ) | |
Foreign Currency Translation | | | 1 | | |
Net Realized Loss | | | (107 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 2,659 | | |
Foreign Currency Translation | | | — | @ | |
Net Change in Unrealized Appreciation (Depreciation) | | | 2,659 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 2,552 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 2,546 | | |
@ 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, 2023
Counterpoint Global Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (6 | ) | | $ | (90 | ) | |
Net Realized Loss | | | (107 | ) | | | (5,587 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 2,659 | | | | (6,479 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 2,546 | | | | (12,156 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 18 | | | | 1,364 | | |
Redeemed | | | (156 | ) | | | (9,746 | ) | |
Class A: | |
Subscribed | | | 42 | | | | 1,344 | | |
Redeemed | | | (71 | ) | | | (3,101 | ) | |
Class C: | |
Subscribed | | | 38 | | | | — | | |
Redeemed | | | — | | | | (34 | ) | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (129 | ) | | | (10,173 | ) | |
Total Increase (Decrease) in Net Assets | | | 2,417 | | | | (22,329 | ) | |
Net Assets: | |
Beginning of Period | | | 7,257 | | | | 29,586 | | |
End of Period | | $ | 9,674 | | | $ | 7,257 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 2 | | | | 129 | | |
Shares Redeemed | | | (18 | ) | | | (917 | ) | |
Net Decrease in Class I Shares Outstanding | | | (16 | ) | | | (788 | ) | |
Class A: | |
Shares Subscribed | | | 5 | | | | 136 | | |
Shares Redeemed | | | (8 | ) | | | (305 | ) | |
Net Decrease in Class A Shares Outstanding | | | (3 | ) | | | (169 | ) | |
Class C: | |
Shares Subscribed | | | 4 | | | | — | | |
Shares Redeemed | | | — | | | | (3 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | 4 | | | | (3 | ) | |
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Counterpoint Global Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 29, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 7.46 | | | $ | 15.33 | | | $ | 19.01 | | | $ | 11.32 | | | $ | 8.46 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.00 | )(4) | | | (0.07 | ) | | | (0.16 | ) | | | (0.11 | ) | | | (0.03 | ) | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.64 | | | | (7.80 | ) | | | (0.01 | ) | | | 8.34 | | | | 2.89 | | | | (1.41 | ) | |
Total from Investment Operations | | | 2.64 | | | | (7.87 | ) | | | (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 | | $ | 10.10 | | | $ | 7.46 | | | $ | 15.33 | | | $ | 19.01 | | | $ | 11.32 | | | $ | 8.46 | | |
Total Return(5) | | | 35.39 | %(6) | | | (51.34 | )% | | | (0.58 | )% | | | 72.70 | % | | | 33.81 | % | | | (14.36 | )%(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8,881 | | | $ | 6,681 | | | $ | 25,794 | | | $ | 23,717 | | | $ | 10,097 | | | $ | 5,733 | | |
Ratio of Expenses Before Expense Limitation | | | 5.28 | %(7) | | | 4.57 | % | | | 2.39 | % | | | 3.29 | % | | | 5.22 | % | | | 6.83 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 1.04 | %(7)(8) | | | 1.06 | %(8) | | | 1.05 | %(8) | | | 1.04 | %(8) | | | 1.03 | %(8) | | | 1.03 | %(7)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.05 | %(8) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.09 | )%(7)(8) | | | (0.67 | )%(8) | | | (0.76 | )%(8) | | | (0.79 | )%(8) | | | (0.25 | )%(8) | | | (0.54 | )%(7)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 27 | %(6) | | | 59 | % | | | 68 | % | | | 116 | % | | | 67 | % | | | 54 | %(6) | |
(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) Not annualized.
(7) Annualized.
(8) 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."
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Counterpoint Global Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 29, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 7.35 | | | $ | 15.14 | | | $ | 18.89 | | | $ | 11.28 | | | $ | 8.47 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.02 | ) | | | (0.10 | ) | | | (0.23 | ) | | | (0.19 | ) | | | (0.06 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.60 | | | | (7.69 | ) | | | (0.01 | ) | | | 8.34 | | | | 2.87 | | | | (1.40 | ) | |
Total from Investment Operations | | | 2.58 | | | | (7.79 | ) | | | (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 | | $ | 9.93 | | | $ | 7.35 | | | $ | 15.14 | | | $ | 18.89 | | | $ | 11.28 | | | $ | 8.47 | | |
Total Return(4) | | | 35.10 | %(5) | | | (51.45 | )% | | | (0.95 | )% | | | 72.25 | % | | | 33.18 | % | | | (14.44 | )%(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 651 | | | $ | 502 | | | $ | 3,598 | | | $ | 696 | | | $ | 15 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 6.11 | %(6) | | | 5.11 | % | | | 2.89 | % | | | 4.61 | % | | | 23.73 | % | | | 26.82 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 1.39 | %(6)(7) | | | 1.41 | %(7) | | | 1.40 | %(7) | | | 1.39 | %(7) | | | 1.39 | %(7) | | | 1.39 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.40 | %(7) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.44 | )%(6)(7) | | | (1.02 | )%(7) | | | (1.12 | )%(7) | | | (1.16 | )%(7) | | | (0.62 | )%(7) | | | (0.91 | )%(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(6) | |
Portfolio Turnover Rate | | | 27 | %(5) | | | 59 | % | | | 68 | % | | | 116 | % | | | 67 | % | | | 54 | %(5) | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Counterpoint Global Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 29, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 7.09 | | | $ | 14.71 | | | $ | 18.60 | | | $ | 11.20 | | | $ | 8.47 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.05 | ) | | | (0.16 | ) | | | (0.38 | ) | | | (0.27 | ) | | | (0.14 | ) | | | (0.08 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.50 | | | | (7.46 | ) | | | 0.00 | (4) | | | 8.21 | | | | 2.87 | | | | (1.40 | ) | |
Total from Investment Operations | | | 2.45 | | | | (7.62 | ) | | | (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 | | $ | 9.54 | | | $ | 7.09 | | | $ | 14.71 | | | $ | 18.60 | | | $ | 11.20 | | | $ | 8.47 | | |
Total Return(5) | | | 34.75 | %(6) | | | (51.87 | )% | | | (1.73 | )% | | | 70.89 | % | | | 32.23 | % | | | (14.80 | )%(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 129 | | | $ | 65 | | | $ | 175 | | | $ | 27 | | | $ | 11 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 8.71 | %(7) | | | 8.47 | % | | | 6.40 | % | | | 18.57 | % | | | 24.53 | % | | | 27.44 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 2.14 | %(7)(8) | | | 2.16 | %(8) | | | 2.15 | %(8) | | | 2.14 | %(8) | | | 2.14 | %(8) | | | 2.14 | %(7)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.15 | %(8) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.19 | )%(7)(8) | | | (1.77 | )%(8) | | | (1.93 | )%(8) | | | (1.90 | )%(8) | | | (1.37 | )%(8) | | | (1.66 | )%(7)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 27 | %(6) | | | 59 | % | | | 68 | % | | | 116 | % | | | 67 | % | | | 54 | %(6) | |
(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) Not annualized.
(7) Annualized.
(8) 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."
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Counterpoint Global Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 29, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(3) | | 2019(3) | | December 31, 2018(3) | |
Net Asset Value, Beginning of Period | | $ | 7.48 | | | $ | 15.35 | | | $ | 19.03 | | | $ | 11.32 | | | $ | 8.46 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(4) | | | (0.00 | )(5) | | | (0.06 | ) | | | (0.15 | ) | | | (0.10 | ) | | | (0.02 | ) | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.64 | | | | (7.81 | ) | | | (0.02 | ) | | | 8.35 | | | | 2.88 | | | | (1.41 | ) | |
Total from Investment Operations | | | 2.64 | | | | (7.87 | ) | | | (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 | | $ | 10.12 | | | $ | 7.48 | | | $ | 15.35 | | | $ | 19.03 | | | $ | 11.32 | | | $ | 8.46 | | |
Total Return(6) | | | 35.29 | %(7) | | | (51.27 | )% | | | (0.59 | )% | | | 72.88 | % | | | 33.81 | % | | | (14.34 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 13 | | | $ | 9 | | | $ | 19 | | | $ | 20 | | | $ | 11 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 24.85 | %(8) | | | 20.79 | % | | | 12.66 | % | | | 19.31 | % | | | 23.44 | % | | | 26.39 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(8)(9) | | | 1.01 | %(9) | | | 1.00 | %(9) | | | 0.99 | %(9) | | | 0.99 | %(9) | | | 0.99 | %(8)(9) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.00 | %(9) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.05 | )%(8)(9) | | | (0.62 | )%(9) | | | (0.71 | )%(9) | | | (0.74 | )%(9) | | | (0.22 | )%(9) | | | (0.51 | )%(8)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(8)(10) | | | 0.00 | %(10) | | | 0.00 | %(10) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 27 | %(7) | | | 59 | % | | | 68 | % | | | 116 | % | | | 67 | % | | | 54 | %(7) | |
(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) Not annualized.
(8) Annualized.
(9) 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."
(10) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 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, 2023, the Subsidiary represented approximately $118,000 or approximately 1.22% 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.
In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"), which clarifies the guidance in ASC Topic No. 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and introduces new disclosures related to such equity security. ASU 2022-03 clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security's unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security's fair value (i.e., the entity should not apply a discount related to the contractual sale restriction, as stated in ASC 820-10-35-36B as amended by ASU 2022-03). In addition, ASU 2022-03 prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. The new guidance is effective for public companies with annual reporting periods in fiscal years beginning after December 15, 2023, and interim periods in the following year, with early adoption permitted. At this time, management is currently evaluating the impact of ASU 2022-03.
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/dealers. In cases where a security
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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/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) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (5) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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: FASB ASC 820, Fair Value Measurement ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
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 | | | $ | 82 | | | $ | — | | | $ | 84 | | |
Air Freight & Logistics | | | — | | | | 121 | | | | — | | | | 121 | | |
Automobile Components | | | 8 | | | | — | | | | — | | | | 8 | | |
Automobiles | | | 149 | | | | — | | | | — | | | | 149 | | |
Banks | | | 205 | | | | 18 | | | | — | | | | 223 | | |
Beverages | | | 2 | | | | 53 | | | | — | | | | 55 | | |
Biotechnology | | | 110 | | | | 4 | | | | — | | | | 114 | | |
Broadline Retail | | | 805 | | | | — | | | | — | | | | 805 | | |
Capital Markets | | | 89 | | | | 2 | | | | — | | | | 91 | | |
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) | |
Chemicals | | $ | 32 | | | $ | 2 | | | $ | — | | | $ | 34 | | |
Commercial Services & Supplies | | | 13 | | | | 46 | | | | — | | | | 59 | | |
Construction Materials | | | 1 | | | | 2 | | | | — | | | | 3 | | |
Consumer Finance | | | 3 | | | | — | | | | — | | | | 3 | | |
Consumer Staples Distribution & Retail | | | 58 | | | | 9 | | | | — | | | | 67 | | |
Containers & Packaging | | | 2 | | | | — | | | | — | | | | 2 | | |
Distributors | | | 39 | | | | — | | | | — | | | | 39 | | |
Diversified Consumer Services | | | 10 | | | | — | @ | | | — | | | | 10 | | |
Diversified Telecommunication Services | | | 4 | | | | — | | | | — | | | | 4 | | |
Electronic Equipment, Instruments & Components | | | — | | | | 47 | | | | — | | | | 47 | | |
Entertainment | | | 277 | | | | 6 | | | | — | | | | 283 | | |
Financial Services | | | 247 | | | | 184 | | | | — | | | | 431 | | |
Food Products | | | — | @ | | | 5 | | | | — | | | | 5 | | |
Ground Transportation | | | 460 | | | | — | | | | — | | | | 460 | | |
Health Care Equipment & Supplies | | | 23 | | | | 26 | | | | — | | | | 49 | | |
Health Care Providers & Services | | | 145 | | | | — | | | | — | | | | 145 | | |
Health Care Technology | | | 116 | | | | — | | | | — | | | | 116 | | |
Hotels, Restaurants & Leisure | | | 215 | | | | 107 | | | | — | | | | 322 | | |
Household Durables | | | 185 | | | | 198 | | | | — | | | | 383 | | |
Information Technology Services | | | 2,098 | | | | 2 | | | | — | | | | 2,100 | | |
Insurance | | | 24 | | | | 12 | | | | — | | | | 36 | | |
Interactive Media & Services | | | 213 | | | | 37 | | | | — | | | | 250 | | |
Leisure Products | | | 58 | | | | — | | | | — | | | | 58 | | |
Life Sciences Tools & Services | | | 222 | | | | 87 | | | | — | | | | 309 | | |
Machinery | | | — | | | | 4 | | | | — | | | | 4 | | |
Marine Transportation | | | — | | | | 10 | | | | — | | | | 10 | | |
Media | | | 217 | | | | — | | | | — | | | | 217 | | |
Metals & Mining | | | 15 | | | | 3 | | | | — | | | | 18 | | |
Oil, Gas & Consumable Fuels | | | 11 | | | | — | | | | — | | | | 11 | | |
Passenger Airlines | | | 8 | | | | — | | | | — | | | | 8 | | |
Personal Care Products | | | 1 | | | | 2 | | | | — | | | | 3 | | |
Pharmaceuticals | | | 223 | | | | 5 | | | | — | | | | 228 | | |
Real Estate Management & Development | | | 19 | | | | 3 | | | | — | | | | 22 | | |
Semiconductors & Semiconductor Equipment | | | 49 | | | | 46 | | | | — | | | | 95 | | |
Software | | | 1,010 | | | | 1 | | | | — | | | | 1,011 | | |
Specialized REITs | | | — | @ | | | — | | | | — | | | | — | @ | |
Specialty Retail | | | 520 | | | | — | | | | — | | | | 520 | | |
Textiles, Apparel & Luxury Goods | | | 30 | | | | 235 | | | | — | | | | 265 | | |
Trading Companies & Distributors | | | 2 | | | | — | | | | — | | | | 2 | | |
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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) | |
Transportation Infrastructure | | $ | 2 | | | $ | — | | | $ | — | | | $ | 2 | | |
Total Common Stocks | | | 7,922 | | | | 1,359 | | | | — | | | | 9,281 | | |
Preferred Stocks | |
Financial Services | | | — | | | | — | | | | 3 | | | | 3 | | |
Software | | | — | | | | — | | | | 34 | | | | 34 | | |
Total Preferred Stocks | | | — | | | | — | | | | 37 | | | | 37 | | |
Investment Company | | | 110 | | | | — | | | | — | | | | 110 | | |
Warrants | | | — | @ | | | — | | | | — | | | | — | @ | |
Call Options Purchased | | | — | | | | 17 | | | | — | | | | 17 | | |
Short-Term Investment | |
Investment Company | | | 126 | | | | — | | | | — | | | | 126 | | |
Total Assets | | $ | 8,158 | | | $ | 1,376 | | | $ | 37 | | | $ | 9,571 | | |
@ 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 Stocks (000) | |
Beginning Balance | | $ | 33 | | |
Purchases | | | 2 | | |
Sales | | | — | | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | 2 | | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | 37 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2023 | | $ | 2 | | |
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, 2023. 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, 2023:
| | Fair Value at June 30, 2023 (000) | | Valuation Technique | | Unobservable Input | | Amount or Range/ Weighted Average* | | Impact to Valuation from an Increase in Input** | |
Preferred Stocks | | $ | 37 | | | Market Transaction Method | | Precedent Transaction | | $ | 20.13–$60.00/$57.23 | | | Increase | |
| | | | Discounted Cash Flow
| | Weighted Average Cost of Capital Perpetual Growth Rate | | | 13.5%–17.5%/14.6% 3.0%–4.0%/3.5% | | | Decrease Increase | |
| | | | Market Comparable Companies | | Enterprise Value/Revenue Discount for Lack of Marketability | | | 1.0x–19.0x/14.9x 15.0% | | | Increase 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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 U.S. 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. Derivative instruments used by the Fund will be counted towards the Fund's exposure in the types of securities listed herein to the extent they have economic characteristics similar to such securities. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 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 writes 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, 2023:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 17 | (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, 2023 in accordance with ASC 815:
Net Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (2 | )(a) | |
(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
At June 30, 2023, 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(b) (000) | | Liabilities(b) (000) | |
Purchased Options | | $ | 17 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(b) 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, 2023:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
JPMorgan Chase Bank NA | | $ | 17 | | | $ | — | | | $ | — | | | $ | 17 | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
For the six months ended June 30, 2023, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 4,266,000 | | |
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
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 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, 2023, 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, 2023, approximately $34,000 of advisory fees were waived and approximately $149,000 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.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in Transfer Agency Fees in the Consolidated Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $2,190,000 and $2,201,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 287 | | | $ | 832 | | | $ | 993 | | | $ | 7 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 126 | | |
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, 2023, 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 RIC 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, 2023 (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. Each of the tax years in the four-year period ended December 31, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | — | | | $ | 2,976 | | | $ | 1,893 | | |
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 net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 166 | | | $ | (166 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $3,192,000 and $1,166,000, 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, 2022, the Fund intends to defer to January 1, 2023 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post- October Capital Losses (000) | |
$ | 23 | | | $ | — | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 10.1%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to cryptocurrencies 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.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to
accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 and the period since its inception in June 2018. 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 and total expense ratio were higher than but close to its peer group averages and actual 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 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.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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. | |
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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.
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31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGCPTSAN
5853428 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Developing Opportunity Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 5 | | |
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 | | | 20 | | |
Liquidity Risk Management Program | | | 22 | | |
U.S. Customer Privacy Notice | | | 23 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,035.30 | | | $ | 1,019.09 | | | $ | 5.80 | | | $ | 5.76 | | | | 1.15 | % | |
Developing Opportunity Portfolio Class A | | | 1,000.00 | | | | 1,033.10 | | | | 1,017.41 | | | | 7.51 | | | | 7.45 | | | | 1.49 | | |
Developing Opportunity Portfolio Class C | | | 1,000.00 | | | | 1,030.20 | | | | 1,013.69 | | | | 11.28 | | | | 11.18 | | | | 2.24 | | |
Developing Opportunity Portfolio Class R6 | | | 1,000.00 | | | | 1,035.20 | | | | 1,019.34 | | | | 5.55 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments
Developing Opportunity Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.6%) | |
Argentina (3.2%) | |
Globant SA (a) | | | 7,884 | | | $ | 1,417 | | |
Brazil (6.2%) | |
B3 SA — Brasil Bolsa Balcao | | | 332,279 | | | | 1,014 | | |
NU Holdings Ltd., Class A (a) | | | 220,357 | | | | 1,738 | | |
| | | 2,752 | | |
China (30.9%) | |
China Resources Beer Holdings Co. Ltd. (b) | | | 104,000 | | | | 687 | | |
China Resources Mixc Lifestyle Services Ltd. (b) | | | 101,600 | | | | 506 | | |
Foshan Haitian Flavouring & Food Co. Ltd., Class A | | | 167,595 | | | | 1,083 | | |
Haidilao International Holding Ltd. (b) | | | 641,000 | | | | 1,417 | | |
KE Holdings, Inc. ADR (a) | | | 95,867 | | | | 1,424 | | |
Kuaishou Technology (a)(b) | | | 107,200 | | | | 737 | | |
Kweichow Moutai Co. Ltd., Class A | | | 5,689 | | | | 1,326 | | |
Meituan, Class B (a)(b) | | | 131,180 | | | | 2,057 | | |
Qifu Technology, Inc. ADR | | | 42,022 | | | | 726 | | |
Shenzhou International Group Holdings Ltd. (b) | | | 63,800 | | | | 613 | | |
Tencent Holdings Ltd. (b) | | | 34,100 | | | | 1,446 | | |
Trip.com Group Ltd. ADR (a) | | | 47,085 | | | | 1,648 | | |
| | | 13,670 | | |
Hong Kong (0.3%) | |
Super Hi International Holding Ltd. (a) | | | 64,000 | | | | 125 | | |
India (21.7%) | |
Axis Bank Ltd. | | | 94,601 | | | | 1,142 | | |
HDFC Bank Ltd. | | | 160,355 | | | | 3,328 | | |
ICICI Bank Ltd. ADR | | | 107,414 | | | | 2,479 | | |
IndusInd Bank Ltd. | | | 68,800 | | | | 1,157 | | |
Shree Cement Ltd. | | | 1,742 | | | | 508 | | |
Titan Co. Ltd. | | | 14,416 | | | | 537 | | |
Zomato Ltd. (a) | | | 471,267 | | | | 432 | | |
| | | 9,583 | | |
Indonesia (3.3%) | |
Avia Avian Tbk PT | | | 33,291,600 | | | | 1,478 | | |
Korea, Republic of (11.0%) | |
Coupang, Inc. (a) | | | 155,554 | | | | 2,707 | | |
KakaoBank Corp. | | | 47,920 | | | | 871 | | |
NAVER Corp. | | | 9,260 | | | | 1,296 | | |
| | | 4,874 | | |
Mexico (2.1%) | |
Grupo Aeroportuario del Sureste SAB de CV, Class B | | | 32,595 | | | | 909 | | |
Singapore (4.6%) | |
Grab Holdings Ltd., Class A (a) | | | 419,102 | | | | 1,438 | | |
Sea Ltd. ADR (a) | | | 10,258 | | | | 595 | | |
| | | 2,033 | | |
| | Shares | | Value (000) | |
Taiwan (6.4%) | |
Nien Made Enterprise Co. Ltd. | | | 53,000 | | | $ | 584 | | |
Silergy Corp. | | | 38,000 | | | | 473 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 97,000 | | | | 1,792 | | |
| | | 2,849 | | |
United States (7.9%) | |
MercadoLibre, Inc. (a) | | | 2,967 | | | | 3,515 | | |
Total Common Stocks (Cost $41,040) | | | 43,205 | | |
Short-Term Investment (2.3%) | |
Investment Company (2.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $1,020) | | | 1,019,760 | | | | 1,020 | | |
Total Investments (99.9%) (Cost $42,060) (c)(d) | | | 44,225 | | |
Other Assets in Excess of Liabilities (0.1%) | | | 28 | | |
Net Assets (100.0%) | | $ | 44,253 | | |
(a) Non-income producing security.
(b) Security trades on the Hong Kong exchange.
(c) The approximate fair value and percentage of net assets, $23,595,000 and 53.3%, 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 Financial Statements.
(d) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $7,406,000 and the aggregate gross unrealized depreciation is approximately $5,241,000, resulting in net unrealized appreciation of approximately $2,165,000.
ADR American Depositary Receipt.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 35.8 | % | |
Banks | | | 24.2 | | |
Broadline Retail | | | 14.1 | | |
Hotels, Restaurants & Leisure | | | 12.9 | | |
Interactive Media & Services | | | 7.9 | | |
Semiconductors & Semiconductor Equipment | | | 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.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Developing Opportunity Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $41,040) | | $ | 43,205 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $1,020) | | | 1,020 | | |
Total Investments in Securities, at Value (Cost $42,060) | | | 44,225 | | |
Foreign Currency, at Value (Cost $81) | | | 81 | | |
Cash | | | 1 | | |
Dividends Receivable | | | 154 | | |
Receivable for Investments Sold | | | 25 | | |
Receivable from Affiliate | | | 5 | | |
Receivable for Fund Shares Sold | | | 1 | | |
Other Assets | | | 58 | | |
Total Assets | | | 44,550 | | |
Liabilities: | |
Payable for Advisory Fees | | | 80 | | |
Deferred Capital Gain Country Tax | | | 65 | | |
Payable for Professional Fees | | | 46 | | |
Payable for Investments Purchased | | | 33 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 24 | | |
Payable for Sub Transfer Agency Fees — Class A | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Fund Shares Redeemed | | | 19 | | |
Payable for Custodian Fees | | | 9 | | |
Payable for Administration Fees | | | 4 | | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 3 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Other Liabilities | | | 13 | | |
Total Liabilities | | | 297 | | |
Net Assets | | $ | 44,253 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 124,776 | | |
Total Accumulated Loss | | | (80,523 | ) | |
Net Assets | | $ | 44,253 | | |
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Developing Opportunity Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 35,424 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 4,167,557 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.50 | | |
CLASS A: | |
Net Assets | | $ | 4,993 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 593,087 | | |
Net Asset Value, Redemption Price Per Share | | $ | 8.42 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.57 | | |
Maximum Offering Price Per Share | | $ | 8.99 | | |
CLASS C: | |
Net Assets | | $ | 3,827 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 466,794 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.20 | | |
CLASS R6: | |
Net Assets | | $ | 9 | | |
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 | | $ | 8.52 | | |
@ 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, 2023 (unaudited)
Developing Opportunity Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $42 of Foreign Taxes Withheld) | | $ | 437 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 24 | | |
Total Investment Income | | | 461 | | |
Expenses: | |
Advisory Fees (Note B) | | | 317 | | |
Professional Fees | | | 78 | | |
Sub Transfer Agency Fees — Class I | | | 36 | | |
Sub Transfer Agency Fees — Class A | | | 2 | | |
Sub Transfer Agency Fees — Class C | | | 2 | | |
Administration Fees (Note C) | | | 28 | | |
Custodian Fees (Note F) | | | 27 | | |
Shareholder Services Fees — Class A (Note D) | | | 6 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 21 | | |
Registration Fees | | | 26 | | |
Shareholder Reporting Fees | | | 8 | | |
Transfer Agency Fees — Class I (Note E) | | | 3 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 1 | | |
Pricing Fees | | | 2 | | |
Directors' Fees and Expenses | | | 2 | | |
Other Expenses | | | 10 | | |
Total Expenses | | | 571 | | |
Waiver of Advisory Fees (Note B) | | | (111 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (23 | ) | |
Reimbursement of Class Specific Expenses — Class R6 (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (1 | ) | |
Net Expenses | | | 435 | | |
Net Investment Income | | | 26 | | |
Realized Loss: | |
Investments Sold (Net of $23 of Capital Gain Country Tax) | | | (6,949 | ) | |
Foreign Currency Translation | | | (21 | ) | |
Net Realized Loss | | | (6,970 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $59) | | | 9,715 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 2,745 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 2,771 | | |
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Developing Opportunity Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 26 | | | $ | (571 | ) | |
Net Realized Loss | | | (6,970 | ) | | | (42,494 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 9,715 | | | | (19,376 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 2,771 | | | | (62,441 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 3,680 | | | | 55,026 | | |
Redeemed | | | (36,801 | ) | | | (129,518 | ) | |
Class A: | |
Subscribed | | | 230 | | | | 2,262 | | |
Redeemed | | | (465 | ) | | | (5,690 | ) | |
Class C: | |
Subscribed | | | 28 | | | | 974 | | |
Redeemed | | | (393 | ) | | | (1,754 | ) | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (33,721 | ) | | | (78,700 | ) | |
Redemption Fees | | | 6 | | | | 6 | | |
Total Decrease in Net Assets | | | (30,944 | ) | | | (141,135 | ) | |
Net Assets: | |
Beginning of Period | | | 75,197 | | | | 216,332 | | |
End of Period | | $ | 44,253 | | | $ | 75,197 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 431 | | | | 5,776 | | |
Shares Redeemed | | | (4,305 | ) | | | (14,479 | ) | |
Net Decrease in Class I Shares Outstanding | | | (3,874 | ) | | | (8,703 | ) | |
Class A: | |
Shares Subscribed | | | 27 | | | | 252 | | |
Shares Redeemed | | | (55 | ) | | | (652 | ) | |
Net Decrease in Class A Shares Outstanding | | | (28 | ) | | | (400 | ) | |
Class C: | |
Shares Subscribed | | | 3 | | | | 116 | | |
Shares Redeemed | | | (48 | ) | | | (203 | ) | |
Net Decrease in Class C Shares Outstanding | | | (45 | ) | | | (87 | ) | |
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Developing Opportunity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from February 14, 2020(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 8.21 | | | $ | 11.79 | | | $ | 14.50 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.01 | | | | (0.04 | ) | | | (0.10 | ) | | | (0.10 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.28 | | | | (3.54 | ) | | | (2.61 | ) | | | 4.60 | | |
Total from Investment Operations | | | 0.29 | | | | (3.58 | ) | | | (2.71 | ) | | | 4.50 | | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 8.50 | | | $ | 8.21 | | | $ | 11.79 | | | $ | 14.50 | | |
Total Return(5) | | | 3.53 | %(6) | | | (30.36 | )% | | | (18.69 | )% | | | 45.00 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 35,424 | | | $ | 66,056 | | | $ | 197,435 | | | $ | 234,923 | | |
Ratio of Expenses Before Expense Limitation | | | 1.54 | %(7) | | | 1.45 | % | | | 1.23 | % | | | 1.41 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 1.15 | %(7)(8) | | | 1.15 | %(8) | | | 1.15 | %(8) | | | 1.14 | %(7)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.15 | %(8) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.16 | %(7)(8) | | | (0.42 | )%(8) | | | (0.73 | )%(8) | | | (0.87 | )%(7)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 5 | %(6) | | | 31 | % | | | 64 | % | | | 18 | %(6) | |
(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) Not annualized.
(7) Annualized.
(8) 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."
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Developing Opportunity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from February 14, 2020(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 8.15 | | | $ | 11.73 | | | $ | 14.47 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.01 | ) | | | (0.06 | ) | | | (0.14 | ) | | | (0.13 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.28 | | | | (3.52 | ) | | | (2.60 | ) | | | 4.60 | | |
Total from Investment Operations | | | 0.27 | | | | (3.58 | ) | | | (2.74 | ) | | | 4.47 | | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 8.42 | | | $ | 8.15 | | | $ | 11.73 | | | $ | 14.47 | | |
Total Return(5) | | | 3.31 | %(6) | | | (30.52 | )% | | | (18.94 | )% | | | 44.70 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,993 | | | $ | 5,057 | | | $ | 11,974 | | | $ | 11,721 | | |
Ratio of Expenses Before Expense Limitation | | | 1.81 | %(7) | | | 1.69 | % | | | 1.48 | % | | | 1.72 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 1.49 | %(7)(8) | | | 1.45 | %(8) | | | 1.46 | %(8) | | | 1.44 | %(7)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.44 | %(8) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.17 | )%(7)(8) | | | (0.69 | )%(8) | | | (1.03 | )%(8) | | | (1.17 | )%(7)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 5 | %(6) | | | 31 | % | | | 64 | % | | | 18 | %(6) | |
(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) Not annualized.
(7) Annualized.
(8) 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."
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Developing Opportunity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from February 14, 2020(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 7.97 | | | $ | 11.55 | | | $ | 14.36 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.04 | ) | | | (0.12 | ) | | | (0.24 | ) | | | (0.22 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.27 | | | | (3.46 | ) | | | (2.57 | ) | | | 4.58 | | |
Total from Investment Operations | | | 0.23 | | | | (3.58 | ) | | | (2.81 | ) | | | 4.36 | | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 8.20 | | | $ | 7.97 | | | $ | 11.55 | | | $ | 14.36 | | |
Total Return(5) | | | 3.02 | %(6) | | | (31.08 | )% | | | (19.57 | )% | | | 43.60 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,827 | | | $ | 4,076 | | | $ | 6,911 | | | $ | 5,893 | | |
Ratio of Expenses Before Expense Limitation | | | 2.55 | %(7) | | | 2.45 | % | | | 2.21 | % | | | 2.53 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 2.24 | %(7)(8) | | | 2.21 | %(8) | | | 2.19 | %(8) | | | 2.24 | %(7)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.20 | %(8) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.92 | )%(7)(8) | | | (1.44 | )%(8) | | | (1.78 | )%(8) | | | (1.97 | )%(7)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 5 | %(6) | | | 31 | % | | | 64 | % | | | 18 | %(6) | |
(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) Not annualized.
(7) Annualized.
(8) 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."
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Developing Opportunity Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from February 14, 2020(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | December 31, 2020(3) | |
Net Asset Value, Beginning of Period | | $ | 8.23 | | | $ | 11.80 | | | $ | 14.51 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(4) | | | 0.01 | | | | (0.03 | ) | | | (0.10 | ) | | | (0.07 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.28 | | | | (3.54 | ) | | | (2.61 | ) | | | 4.58 | | |
Total from Investment Operations | | | 0.29 | | | | (3.57 | ) | | | (2.71 | ) | | | 4.51 | | |
Net Realized Gain | | | — | | | | — | | | | — | | | | — | | |
Redemption Fees | | | 0.00 | (5) | | | 0.00 | (5) | | | 0.00 | (5) | | | 0.00 | (5) | |
Net Asset Value, End of Period | | $ | 8.52 | | | $ | 8.23 | | | $ | 11.80 | | | $ | 14.51 | | |
Total Return(6) | | | 3.52 | %(7) | | | (30.25 | )% | | | (18.68 | )% | | | 45.10 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 9 | | | $ | 8 | | | $ | 12 | | | $ | 15 | | |
Ratio of Expenses Before Expense Limitation | | | 27.60 | %(8) | | | 24.48 | % | | | 17.42 | % | | | 17.67 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.10 | %(8)(9) | | | 1.11 | %(9)(10) | | | 1.10 | %(9) | | | 1.09 | %(8)(9) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.10 | %(9) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.21 | %(8)(9) | | | (0.34 | )%(9) | | | (0.69 | )%(9) | | | (0.67 | )%(8)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(8)(11) | | | 0.00 | %(11) | | | 0.00 | %(11) | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 5 | %(7) | | | 31 | % | | | 64 | % | | | 18 | %(7) | |
(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) Not annualized.
(8) Annualized.
(9) 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."
(10) 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 Consolidated Financial Statements.
(11) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 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, 2023, the Subsidiary represented 0% 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/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/dealers; (3) fixed income 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. If Morgan Stanley
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
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 | | $ | 4,217 | | | $ | 6,498 | | | $ | — | | | $ | 10,715 | | |
Beverages | | | — | | | | 2,013 | | | | — | | | | 2,013 | | |
Broadline Retail | | | 6,222 | | | | — | | | | — | | | | 6,222 | | |
Capital Markets | | | — | | | | 1,014 | | | | — | | | | 1,014 | | |
Chemicals | | | — | | | | 1,478 | | | | — | | | | 1,478 | | |
Construction Materials | | | — | | | | 508 | | | | — | | | | 508 | | |
Consumer Finance | | | 726 | | | | — | | | | — | | | | 726 | | |
Entertainment | | | 595 | | | | — | | | | — | | | | 595 | | |
Food Products | | | — | | | | 1,083 | | | | — | | | | 1,083 | | |
Ground Transportation | | | 1,438 | | | | — | | | | — | | | | 1,438 | | |
Hotels, Restaurants & Leisure | | | 1,648 | | | | 4,031 | | | | — | | | | 5,679 | | |
Household Durables | | | — | | | | 584 | | | | — | | | | 584 | | |
Information Technology Services | | | 1,417 | | | | — | | | | — | | | | 1,417 | | |
Interactive Media & Services | | | — | | | | 3,479 | | | | — | | | | 3,479 | | |
Real Estate Management & Development | | | 1,424 | | | | 506 | | | | — | | | | 1,930 | | |
Semiconductors & Semiconductor Equipment | | | — | | | | 2,265 | | | | — | | | | 2,265 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 1,150 | | | | — | | | | 1,150 | | |
Transportation Infrastructure | | | 909 | | | | — | | | | — | | | | 909 | | |
Total Common Stocks | | | 18,596 | | | | 24,609 | | | | — | | | | 43,205 | | |
Short-Term Investment | |
Investment Company | | | 1,020 | | | | — | | | | — | | | | 1,020 | | |
Total Assets | | $ | 19,616 | | | $ | 24,609 | | | $ | — | | | $ | 44,225 | | |
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 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
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
foreign investments in U.S. 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. 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.
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 $1 billion | | Over $1 billion | |
| 0.90 | % | | | 0.85 | % | |
For the six months ended June 30, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.58% 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, 2023, approximately $111,000 of advisory fees were waived and approximately $24,000 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,
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer
Agency Fees" in the Consolidated Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $3,657,000 and $37,179,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 292 | | | $ | 15,550 | | | $ | 14,822 | | | $ | 24 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 1,020 | | |
During the six months ended June 30, 2023, 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.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023, 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 RIC 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
three-year period ended December 31, 2022 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 2022 and 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, due to a net operating loss and tax adjustments related to the Subsidiary, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 3,996 | | | $ | (3,996 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $44,089,000 and $24,574,000, 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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,
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 74.8%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to cryptocurrencies 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: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts,
social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 its inception in February 2020. 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 and total expense ratio were higher than but close to the Fund's 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 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.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
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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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIDOSAN
5842971 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Emerging Markets ex China Portfolio
(formerly Sustainable Emerging Markets Portfolio)
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 21 | | |
Liquidity Risk Management Program | | | 23 | | |
U.S. Customer Privacy Notice | | | 24 | | |
Directors and Officers 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) 869-6397. 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, 2023 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Emerging Markets ex China Portfolio (the "Fund") (formerly MSIF Sustainable Emerging Markets Portfolio) 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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Expense Example
Emerging Markets ex China 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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Emerging Markets ex China Portfolio Class I | | $ | 1,000.00 | | | $ | 1,111.10 | | | $ | 1,019.89 | | | $ | 5.18 | | | $ | 4.96 | | | | 0.99 | % | |
Emerging Markets ex China Portfolio Class A | | | 1,000.00 | | | | 1,109.40 | | | | 1,018.10 | | | | 7.06 | | | | 6.76 | | | | 1.35 | | |
Emerging Markets ex China Portfolio Class C | | | 1,000.00 | | | | 1,105.00 | | | | 1,014.38 | | | | 10.96 | | | | 10.49 | | | | 2.10 | | |
Emerging Markets ex China Portfolio Class R6 | | | 1,000.00 | | | | 1,111.10 | | | | 1,020.08 | | | | 4.97 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Emerging Markets ex China Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.2%) | |
Brazil (9.6%) | |
Banco BTG Pactual SA (Units) (a) | | | 13,862 | | | $ | 91 | | |
Cia Brasileira de Aluminio | | | 1,358 | | | | 1 | | |
Itau Unibanco Holding SA (Preference) | | | 12,241 | | | | 73 | | |
Localiza Rent a Car SA | | | 5,817 | | | | 83 | | |
Lojas Renner SA | | | 24,320 | | | | 102 | | |
Petroleo Brasileiro SA (Preference) | | | 19,453 | | | | 120 | | |
Raia Drogasil SA | | | 18,297 | | | | 113 | | |
| | | 583 | | |
India (28.9%) | |
Bajaj Auto Ltd. | | | 2,258 | | | | 129 | | |
Bajaj Finance Ltd. | | | 1,024 | | | | 90 | | |
Delhivery Ltd. (b) | | | 7,787 | | | | 36 | | |
HDFC Bank Ltd. | | | 7,319 | | | | 152 | | |
Hindalco Industries Ltd. (b) | | | 14,710 | | | | 76 | | |
Housing Development Finance Corp. Ltd. | | | 2,708 | | | | 93 | | |
ICICI Bank Ltd. (b) | | | 14,170 | | | | 162 | | |
ICICI Prudential Life Insurance Co. Ltd. (b) | | | 8,411 | | | | 59 | | |
Infosys Ltd. | | | 4,928 | | | | 80 | | |
Infosys Ltd. ADR | | | 3,149 | | | | 51 | | |
Larsen & Toubro Ltd. | | | 2,120 | | | | 64 | | |
Macrotech Developers Ltd. (b) | | | 6,752 | | | | 56 | | |
Mahindra & Mahindra Financial Services Ltd. (b) | | | 2,731 | | | | 11 | | |
Mahindra & Mahindra Ltd. (b) | | | 5,395 | | | | 96 | | |
MakeMyTrip Ltd. (b) | | | 1,171 | | | | 32 | | |
Max Healthcare Institute Ltd. (b) | | | 17,511 | | | | 128 | | |
Pidilite Industries Ltd. (b) | | | 1,566 | | | | 50 | | |
Reliance Industries Ltd. (b) | | | 6,384 | | | | 199 | | |
Star Health & Allied Insurance Co. Ltd. (b) | | | 8,897 | | | | 63 | | |
State Bank of India | | | 17,247 | | | | 121 | | |
| | | 1,748 | | |
Indonesia (6.0%) | |
Bank Central Asia Tbk PT | | | 205,200 | | | | 126 | | |
Bank Mandiri Persero Tbk PT | | | 249,600 | | | | 87 | | |
Bank Rakyat Indonesia Persero Tbk PT | | | 303,200 | | | | 111 | | |
Cisarua Mountain Dairy PT TBK | | | 150,500 | | | | 42 | | |
| | | 366 | | |
Korea, Republic of (12.9%) | |
KB Financial Group, Inc. | | | 2,004 | | | | 73 | | |
Kia Corp. | | | 692 | | | | 47 | | |
Korea Zinc Co. Ltd. | | | 145 | | | | 54 | | |
LG Chem Ltd. | | | 79 | | | | 40 | | |
Samsung Electronics Co. Ltd. | | | 7,281 | | | | 401 | | |
Samsung SDI Co. Ltd. | | | 89 | | | | 45 | | |
SK Hynix, Inc. | | | 1,384 | | | | 121 | | |
| | | 781 | | |
Mexico (7.5%) | |
Gruma SAB de CV , Class B (b) | | | 5,401 | | | | 87 | | |
Grupo Financiero Banorte SAB de CV Series O | | | 6,994 | | | | 58 | | |
Qualitas Controladora SAB de CV | | | 8,877 | | | | 66 | | |
| | Shares | | Value (000) | |
Regional SAB de CV | | | 11,822 | | | $ | 85 | | |
Wal-Mart de Mexico SAB de CV | | | 39,604 | | | | 157 | | |
| | | 453 | | |
Poland (3.8%) | |
Grupa Kety SA (b) | | | 635 | | | | 96 | | |
LPP SA (b) | | | 38 | | | | 131 | | |
| | | 227 | | |
Portugal (1.1%) | |
Galp Energia SGPS SA | | | 5,919 | | | | 69 | | |
South Africa (4.6%) | |
Anglo American Platinum Ltd. | | | 1,066 | | | | 48 | | |
Anglo American PLC | | | 3,642 | | | | 104 | | |
AVI Ltd. | | | 14,619 | | | | 53 | | |
Capitec Bank Holdings Ltd. | | | 877 | | | | 73 | | |
| | | 278 | | |
Sweden (1.2%) | |
Medicover AB | | | 4,953 | | | | 75 | | |
Switzerland (1.7%) | |
SIG Group AG | | | 3,707 | | | | 103 | | |
Taiwan (16.5%) | |
Airtac International Group | | | 1,000 | | | | 33 | | |
Chailease Holding Co. Ltd. (b) | | | 11,000 | | | | 72 | | |
CTBC Financial Holding Co. Ltd. (b) | | | 85,000 | | | | 68 | | |
Delta Electronics, Inc. | | | 10,000 | | | | 111 | | |
MediaTek, Inc. | | | 2,000 | | | | 44 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 20,000 | | | | 370 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | 2,329 | | | | 235 | | |
Voltronic Power Technology Corp. (b) | | | 1,000 | | | | 63 | | |
| | | 996 | | |
Thailand (1.0%) | |
Kasikornbank PCL | | | 7,400 | | | | 27 | | |
Tisco Financial Group PCL | | | 11,300 | | | | 31 | | |
| | | 58 | | |
United Kingdom (3.4%) | |
Antofagasta PLC | | | 4,708 | | | | 88 | | |
Mondi PLC | | | 7,726 | | | | 118 | | |
| | | 206 | | |
Total Common Stocks (Cost $5,204) | | | 5,943 | | |
Short-Term Investment (2.2%) | |
Investment Company (2.2%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $129) | | | 129,131 | | | | 129 | | |
Total Investments (100.4%) (Cost $5,333) (c)(d) | | | 6,072 | | |
Liabilities in Excess of Other Assets (–0.4%) | | | (22 | ) | |
Net Assets (100.0%) | | $ | 6,050 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments (cont'd)
Emerging Markets ex China Portfolio
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) Non-income producing security.
(c) The approximate fair value and percentage of net assets, $4,531,000 and 74.9%, 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 Financial Statements.
(d) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $878,000 and the aggregate gross unrealized depreciation is approximately $139,000, resulting in net unrealized appreciation of approximately $739,000.
ADR American Depositary Receipt.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 46.1 | % | |
Banks | | | 20.5 | | |
Semiconductors & Semiconductor Equipment | | | 12.7 | | |
Metals & Mining | | | 7.7 | | |
Tech Hardware, Storage & Peripherals | | | 6.6 | | |
Oil, Gas & Consumable Fuels | | | 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 financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Emerging Markets ex China Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $5,204) | | $ | 5,943 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $129) | | | 129 | | |
Total Investments in Securities, at Value (Cost $5,333) | | | 6,072 | | |
Foreign Currency, at Value (Cost $2) | | | 2 | | |
Due from Adviser | | | 78 | | |
Prepaid Offering Costs | | | 42 | | |
Dividends Receivable | | | 31 | | |
Receivable for Investments Sold | | | 4 | | |
Tax Reclaim Receivable | | | 1 | | |
Receivable from Affiliate | | | 1 | | |
Other Assets | | | 32 | | |
Total Assets | | | 6,263 | | |
Liabilities: | |
Payable for Offering Costs | | | 165 | | |
Deferred Capital Gain Country Tax | | | 37 | | |
Payable for Professional Fees | | | 7 | | |
Payable for Custodian Fees | | | 1 | | |
Payable for Administration Fees | | | — | @ | |
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 Caption — Class C | | | — | @ | |
Other Liabilities | | | 3 | | |
Total Liabilities | | | 213 | | |
Net Assets | | $ | 6,050 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 4,992 | | |
Total Distributable Earnings | | | 1,058 | | |
Net Assets | | $ | 6,050 | | |
CLASS I: | |
Net Assets | | $ | 5,869 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 485,000 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.10 | | |
CLASS A: | |
Net Assets | | $ | 60 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,000 | | |
Net Asset Value, Redemption Price Per Share | | $ | 12.07 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.67 | | |
Maximum Offering Price Per Share | | $ | 12.74 | | |
CLASS C: | |
Net Assets | | $ | 60 | | |
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 | | $ | 12.00 | | |
CLASS R6: | |
Net Assets | | $ | 61 | | |
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 | | $ | 12.10 | | |
@ 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, 2023 (unaudited)
Emerging Markets ex China Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $15 of Foreign Taxes Withheld) | | $ | 85 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 4 | | |
Total Investment Income | | | 89 | | |
Expenses: | |
Offering Costs | | | 83 | | |
Professional Fees | | | 49 | | |
Advisory Fees (Note B) | | | 21 | | |
Custodian Fees (Note F) | | | 8 | | |
Shareholder Reporting Fees | | | 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 | | |
Registration Fees | | | 4 | | |
Administration Fees (Note C) | | | 2 | | |
Pricing Fees | | | 1 | | |
Shareholder Services Fees — Class A (Note D) | | | — | @ | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Directors' Fees and Expenses | | | — | @ | |
Other Expenses | | | 6 | | |
Total Expenses | | | 182 | | |
Expenses Reimbursed by Adviser (Note B) | | | (130 | ) | |
Waiver of Advisory Fees (Note B) | | | (21 | ) | |
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 | | | 28 | | |
Net Investment Income | | | 61 | | |
Realized Gain (Loss): | |
Investments Sold (Net of $3 of Capital Gain Country Tax) | | | 157 | | |
Foreign Currency Translation | | | (2 | ) | |
Futures Contracts | | | 22 | | |
Net Realized Gain | | | 177 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $32) | | | 367 | | |
Foreign Currency Translation | | | — | @ | |
Net Change in Unrealized Appreciation (Depreciation) | | | 367 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 544 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 605 | | |
@ 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, 2023
Emerging Markets ex China Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Period from September 30, 2022^ to December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 61 | | | $ | 3 | | |
Net Realized Gain | | | 177 | | | | 107 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 367 | | | | 335 | | |
Net Increase in Net Assets Resulting from Operations | | | 605 | | | | 445 | | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | — | | | | 4,850 | | |
Class A: | |
Subscribed | | | — | | | | 50 | | |
Class C: | |
Subscribed | | | — | | | | 50 | | |
Class R6: | |
Subscribed | | | — | | | | 50 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | — | | | | 5,000 | | |
Total Increase in Net Assets | | | 605 | | | | 5,445 | | |
Net Assets: | |
Beginning of Period | | | 5,445 | | | | — | | |
End of Period | | $ | 6,050 | | | $ | 5,445 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | — | | | | 485 | | |
Class A: | |
Shares Subscribed | | | — | | | | 5 | | |
Class C: | |
Shares Subscribed | | | — | | | | 5 | | |
Class R6: | |
Shares Subscribed | | | — | | | | 5 | | |
^ Commencement of Operations.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Emerging Markets ex China Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Period from September 30, 2022(1) to December 31, 2022 | |
Net Asset Value, Beginning of Period | | $ | 10.89 | | | $ | 10.00 | | |
Income from Investment Operations: | |
Net Investment Income(2) | | | 0.12 | | | | 0.01 | | |
Net Realized and Unrealized Gain | | | 1.09 | | | | 0.88 | | |
Total from Investment Operations | | | 1.21 | | | | 0.89 | | |
Net Asset Value, End of Period | | $ | 12.10 | | | $ | 10.89 | | |
Total Return(3) | | | 11.11 | %(4) | | | 8.90 | %(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 5,869 | | | $ | 5,283 | | |
Ratio of Expenses Before Expense Limitation | | | 6.29 | %(5) | | | 8.64 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 0.99 | %(5)(6) | | | 0.98 | %(5)(6) | |
Ratio of Net Investment Income | | | 2.12 | %(5)(6) | | | 0.25 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.01 | %(5) | |
Portfolio Turnover Rate | | | 26 | %(4) | | | 21 | %(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, 2023
Financial Highlights
Emerging Markets ex China Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Period from September 30, 2022(1) to December 31, 2022 | |
Net Asset Value, Beginning of Period | | $ | 10.88 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.10 | | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain | | | 1.09 | | | | 0.88 | | |
Total from Investment Operations | | | 1.19 | | | | 0.88 | | |
Net Asset Value, End of Period | | $ | 12.07 | | | $ | 10.88 | | |
Total Return(4) | | | 10.94 | %(5) | | | 8.80 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 60 | | | $ | 54 | | |
Ratio of Expenses Before Expense Limitation | | | 10.13 | %(6) | | | 13.28 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 1.35 | %(6)(7) | | | 1.34 | %(6)(7) | |
Ratio of Net Investment Income (Loss) | | | 1.76 | %(6)(7) | | | (0.11 | )%(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | %(6) | |
Portfolio Turnover Rate | | | 26 | %(5) | | | 21 | %(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.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Emerging Markets ex China Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Period from September 30, 2022(1) to December 31, 2022 | |
Net Asset Value, Beginning of Period | | $ | 10.86 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.06 | | | | (0.02 | ) | |
Net Realized and Unrealized Gain | | | 1.08 | | | | 0.88 | | |
Total from Investment Operations | | | 1.14 | | | | 0.86 | | |
Net Asset Value, End of Period | | $ | 12.00 | | | $ | 10.86 | | |
Total Return(3) | | | 10.50 | %(4) | | | 8.60 | %(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 60 | | | $ | 54 | | |
Ratio of Expenses Before Expense Limitation | | | 10.89 | %(5) | | | 14.04 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(5)(6) | | | 2.09 | %(5)(6) | |
Ratio of Net Investment Income (Loss) | | | 1.02 | %(5)(6) | | | (0.85 | )%(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.01 | %(5) | |
Portfolio Turnover Rate | | | 26 | %(4) | | | 21 | %(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 (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%.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Emerging Markets ex China Portfolio
| | Class R6 | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Period from September 30, 2022(1) to December 31, 2022 | |
Net Asset Value, Beginning of Period | | $ | 10.89 | | | $ | 10.00 | | |
Income from Investment Operations: | |
Net Investment Income(2) | | | 0.12 | | | | 0.01 | | |
Net Realized and Unrealized Gain | | | 1.09 | | | | 0.88 | | |
Total from Investment Operations | | | 1.21 | | | | 0.89 | | |
Net Asset Value, End of Period | | $ | 12.10 | | | $ | 10.89 | | |
Total Return(3) | | | 11.11 | %(4) | | | 8.90 | %(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 61 | | | $ | 54 | | |
Ratio of Expenses Before Expense Limitation | | | 9.87 | %(5) | | | 13.03 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(6) | | | 0.94 | %(5)(6) | |
Ratio of Net Investment Income | | | 2.17 | %(5)(6) | | | 0.29 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.01 | %(5) | |
Portfolio Turnover Rate | | | 26 | %(4) | | | 21 | %(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.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
The accompanying financial statements relate to the Emerging Markets ex China Portfolio (name changed on June 21, 2023, formerly Sustainable Emerging Markets Portfolio). The Fund seeks to provide long-term capital appreciation.
The Fund commenced operations on September 30, 2022 and offers four classes of shares — Class I, Class A, Class C and Class R6.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) 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; (6) foreign exchange transactions ("spot contracts") and foreign exchange
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | — | | | $ | 36 | | | $ | — | | | $ | 36 | | |
Automobiles | | | — | | | | 272 | | | | — | | | | 272 | | |
Banks | | | 201 | | | | 1,046 | | | | — | | | | 1,247 | | |
Capital Markets | | | — | | | | 91 | | | | — | | | | 91 | | |
Chemicals | | | — | | | | 90 | | | | — | | | | 90 | | |
Construction & Engineering | | | — | | | | 64 | | | | — | | | | 64 | | |
Consumer Finance | | | — | | | | 101 | | | | — | | | | 101 | | |
Consumer Staples Distribution & Retail | | | 157 | | | | 113 | | | | — | | | | 270 | | |
Containers & Packaging | | | — | | | | 103 | | | | — | | | | 103 | | |
Electrical Equipment | | | — | | | | 63 | | | | — | | | | 63 | | |
Electronic Equipment, Instruments & Components | | | — | | | | 156 | | | | — | | | | 156 | | |
Financial Services | | | — | | | | 165 | | | | — | | | | 165 | | |
Food Products | | | 87 | | | | 95 | | | | — | | | | 182 | | |
Ground Transportation | | | 83 | | | | — | | | | — | | | | 83 | | |
Health Care Providers & Services | | | — | | | | 203 | | | | — | | | | 203 | | |
Hotels, Restaurants & Leisure | | | 32 | | | | — | | | | — | | | | 32 | | |
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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) | |
Information Technology Services | | $ | 51 | | | $ | 80 | | | $ | — | | | $ | 131 | | |
Insurance | | | 66 | | | | 122 | | | | — | | | | 188 | | |
Machinery | | | — | | | | 33 | | | | — | | | | 33 | | |
Metals & Mining | | | — | | | | 467 | | | | — | | | | 467 | | |
Oil, Gas & Consumable Fuels | | | — | | | | 388 | | | | — | | | | 388 | | |
Paper & Forest Products | | | — | | | | 118 | | | | — | | | | 118 | | |
Real Estate Management & Development | | | — | | | | 56 | | | | — | | | | 56 | | |
Semiconductors & Semiconductor Equipment | | | 235 | | | | 535 | | | | — | | | | 770 | | |
Specialty Retail | | | — | | | | 102 | | | | — | | | | 102 | | |
Tech Hardware, Storage & Peripherals | | | — | | | | 401 | | | | — | | | | 401 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 131 | | | | — | | | | 131 | | |
Total Common Stocks | | | 912 | | | | 5,031 | | | | — | | | | 5,943 | | |
Short-Term Investment | |
Investment Company | | | 129 | | | | — | | | | — | | | | 129 | | |
Total Assets | | $ | 1,041 | | | $ | 5,031 | | | $ | — | | | $ | 6,072 | | |
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 U.S. 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
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
earn income. Derivative instruments used by the Fund will be counted towards the Fund's exposure in the types of securities listed herein to the extent they have economic characteristics similar to such securities. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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:
Futures: A futures contract is a standardized, exchangetraded 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.
As of June 30, 2023, the Fund did not have any open futures contracts.
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 by primary risk exposure the Fund's realized gains (losses) by type of derivative contract for the six months ended June 30, 2023 in accordance with ASC 815:
Net Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Equity Risk | | Futures Contracts | | $ | 22 | | |
For the six months ended June 30, 2023, the approximate average monthly amount outstanding for each derivative type is as follows:
Futures Contracts: | |
Average monthly notional value | | $ | 98,000 | | |
5. Redemption Fees The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class C shares
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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.
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.
9. Offering Cost: Offering costs are accounted for as a deferred charge until operations begin and thereafter are
amortized to expense over twelve months on a straight-line basis.
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 | |
| 0.75 | % | | | 0.70 | % | |
For the six months ended June 30, 2023, 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 0.99% 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, 2023, approximately $21,000 of advisory fees were waived and approximately $133,000 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
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $1,483,000 and $1,439,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 81 | | | $ | 941 | | | $ | 893 | | | $ | 4 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 129 | | |
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, 2023, 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
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to 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 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, 2022 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 2022.
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, 2022:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 8 | | | $ | (8 | ) | |
At December 31, 2022, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | |
$ 118 | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, the Fund did not have record owners of 10% or greater.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 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 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, 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 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.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 Directorss (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFISEMKTSAN
5842791 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Emerging Markets Leaders Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 9 | | |
Notes to Financial Statements | | | 14 | | |
Investment Advisory Agreement Approval | | | 21 | | |
Liquidity Risk Management Program | | | 23 | | |
U.S. Customer Privacy Notice | | | 24 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,058.60 | | | $ | 1,019.64 | | | $ | 5.31 | | | $ | 5.21 | | | | 1.04 | % | |
Emerging Markets Leaders Portfolio Class A | | | 1,000.00 | | | | 1,057.60 | | | | 1,018.00 | | | | 6.99 | | | | 6.85 | | | | 1.37 | | |
Emerging Markets Leaders Portfolio Class C | | | 1,000.00 | | | | 1,053.40 | | | | 1,014.28 | | | | 10.79 | | | | 10.59 | | | | 2.12 | | |
Emerging Markets Leaders Portfolio Class R6 | | | 1,000.00 | | | | 1,059.10 | | | | 1,019.84 | | | | 5.11 | | | | 5.01 | | | | 1.00 | | |
Emerging Markets Leaders Portfolio Class IR | | | 1,000.00 | | | | 1,059.20 | | | | 1,019.89 | | | | 5.05 | | | | 4.96 | | | | 0.99 | | |
* 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Emerging Markets Leaders Portfolio
| | Shares | | Value (000) | |
Common Stocks (99.4%) | |
Argentina (5.4%) | |
Globant SA (a) | | | 98,660 | | | $ | 17,731 | | |
Brazil (10.2%) | |
Localiza Rent a Car SA | | | 737,452 | | | | 10,550 | | |
NU Holdings Ltd., Class A (Cayman Island) (a) | | | 2,572,541 | | | | 20,297 | | |
WEG SA | | | 317,834 | | | | 2,506 | | |
| | | 33,353 | | |
China (24.2%) | |
BYD Co. Ltd., H Shares (b) | | | 472,500 | | | | 15,150 | | |
China Meidong Auto Holdings Ltd. (b) | | | 4,244,000 | | | | 4,918 | | |
Li Ning Co. Ltd. (b) | | | 3,046,500 | | | | 16,452 | | |
Proya Cosmetics Co. Ltd., Class A | | | 701,079 | | | | 10,863 | | |
Shenzhou International Group Holdings Ltd. (b) | | | 2,062,400 | | | | 19,808 | | |
Sunresin New Materials Co. Ltd., Class A | | | 619,695 | | | | 5,331 | | |
Tencent Holdings Ltd. (b) | | | 119,600 | | | | 5,071 | | |
Warom Technology, Inc. Co., Class A | | | 316,800 | | | | 1,162 | | |
| | | 78,755 | | |
India (37.1%) | |
360 ONE WAM Ltd. | | | 1,126,145 | | | | 6,258 | | |
Aarti Industries Ltd. | | | 1,541,279 | | | | 9,480 | | |
Aarti Pharmalabs Ltd. (a) | | | 344,014 | | | | 1,556 | | |
AU Small Finance Bank Ltd. | | | 2,013,464 | | | | 18,552 | | |
Avenue Supermarts Ltd. (a) | | | 250,872 | | | | 11,922 | | |
Bajaj Finance Ltd. | | | 226,773 | | | | 19,862 | | |
Cholamandalam Investment & Finance Co. Ltd. | | | 75,613 | | | | 1,055 | | |
ICICI Bank Ltd. | | | 1,150,436 | | | | 13,171 | | |
KEI Industries Ltd. | | | 455,688 | | | | 12,897 | | |
Timken India Ltd. | | | 74,238 | | | | 3,102 | | |
Titan Co. Ltd. | | | 190,175 | | | | 7,081 | | |
Trent Ltd. | | | 396,389 | | | | 8,539 | | |
TVS Motor Co. Ltd. | | | 465,075 | | | | 7,536 | | |
| | | 121,011 | | |
Korea, Republic of (4.9%) | |
SK Hynix, Inc. | | | 182,730 | | | | 16,056 | | |
Singapore (0.9%) | |
TDCX, Inc. ADR (a) | | | 369,456 | | | | 2,922 | | |
Taiwan (9.5%) | |
Chailease Holding Co. Ltd. (a) | | | 2,005,900 | | | | 13,188 | | |
Silergy Corp. | | | 41,000 | | | | 511 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 115,000 | | | | 2,124 | | |
Voltronic Power Technology Corp. | | | 241,334 | | | | 15,263 | | |
| | | 31,086 | | |
United States (7.2%) | |
EPAM Systems, Inc. (a) | | | 19,351 | | | | 4,349 | | |
MercadoLibre, Inc. (a) | | | 16,200 | | | | 19,191 | | |
| | | 23,540 | | |
Total Common Stocks (Cost $296,476) | | | 324,454 | | |
| | Shares | | Value (000) | |
Short-Term Investment (1.3%) | |
Investment Company (1.3%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $4,131) | | | 4,131,241 | | | $ | 4,131 | | |
Total Investments (100.7%) (Cost $300,607) (c)(d) | | | 328,585 | | |
Liabilities in Excess of Other Assets (–0.7%) | | | (2,323 | ) | |
Net Assets (100.0%) | | $ | 326,262 | | |
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, $246,908,000 and 75.6%, 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 Financial Statements.
(d) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $54,578,000 and the aggregate gross unrealized depreciation is approximately $26,600,000, resulting in net unrealized appreciation of approximately $27,978,000.
ADR American Depositary Receipt.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 29.8 | % | |
Banks | | | 15.9 | | |
Textiles, Apparel & Luxury Goods | | | 13.2 | | |
Electrical Equipment | | | 9.6 | | |
Automobiles | | | 6.9 | | |
Information Technology Services | | | 6.7 | | |
Consumer Finance | | | 6.3 | | |
Broadline Retail | | | 5.9 | | |
Semiconductors & Semiconductor Equipment | | | 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, 2023 (unaudited)
Emerging Markets Leaders Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $296,476) | | $ | 324,454 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $4,131) | | | 4,131 | | |
Total Investments in Securities, at Value (Cost $300,607) | | | 328,585 | | |
Foreign Currency, at Value (Cost $275) | | | 273 | | |
Dividends Receivable | | | 485 | | |
Receivable for Fund Shares Sold | | | 385 | | |
Receivable from Affiliate | | | 20 | | |
Tax Reclaim Receivable | | | 7 | | |
Other Assets | | | 95 | | |
Total Assets | | | 329,850 | | |
Liabilities: | |
Deferred Capital Gain Country Tax | | | 2,719 | | |
Payable for Advisory Fees | | | 547 | | |
Payable for Fund Shares Redeemed | | | 166 | | |
Payable for Professional Fees | | | 58 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 24 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 2 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 1 | | |
Payable for Custodian Fees | | | 22 | | |
Payable for Administration Fees | | | 21 | | |
Payable for Shareholder Services Fees — Class A | | | 2 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 4 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Other Liabilities | | | 22 | | |
Total Liabilities | | | 3,588 | | |
Net Assets | | $ | 326,262 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 419,389 | | |
Total Accumulated Loss | | | (93,127 | ) | |
Net Assets | | $ | 326,262 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Emerging Markets Leaders Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 299,545 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 21,513,307 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.92 | | |
CLASS A: | |
Net Assets | | $ | 12,365 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 910,730 | | |
Net Asset Value, Redemption Price Per Share | | $ | 13.58 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.75 | | |
Maximum Offering Price Per Share | | $ | 14.33 | | |
CLASS C: | |
Net Assets | | $ | 4,415 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 344,317 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.82 | | |
CLASS R6: | |
Net Assets | | $ | 9,930 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 710,702 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.97 | | |
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 | | $ | 13.96 | | |
@ 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, 2023 (unaudited)
Emerging Markets Leaders Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $92 of Foreign Taxes Withheld) | | $ | 1,019 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 341 | | |
Total Investment Income | | | 1,360 | | |
Expenses: | |
Advisory Fees (Note B) | | | 1,161 | | |
Sub Transfer Agency Fees — Class I | | | 143 | | |
Sub Transfer Agency Fees — Class A | | | 7 | | |
Sub Transfer Agency Fees — Class C | | | 1 | | |
Administration Fees (Note C) | | | 124 | | |
Professional Fees | | | 81 | | |
Custodian Fees (Note F) | | | 79 | | |
Registration Fees | | | 44 | | |
Shareholder Services Fees — Class A (Note D) | | | 15 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 22 | | |
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) | | | 3 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 3 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 12 | | |
Total Expenses | | | 1,726 | | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (57 | ) | |
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) | | | (12 | ) | |
Net Expenses | | | 1,654 | | |
Net Investment Loss | | | (294 | ) | |
Realized Loss: | |
Investments Sold (Net of $135 of Capital Gain Country Tax) | | | (22,786 | ) | |
Foreign Currency Translation | | | (174 | ) | |
Net Realized Loss | | | (22,960 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $1,384) | | | 40,070 | | |
Foreign Currency Translation | | | (2 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 40,068 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 17,108 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 16,814 | | |
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Emerging Markets Leaders Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (294 | ) | | $ | (1,810 | ) | |
Net Realized Loss | | | (22,960 | ) | | | (76,825 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 40,068 | | | | (68,571 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 16,814 | | | | (147,206 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 68,695 | | | | 282,397 | | |
Redeemed | | | (44,409 | ) | | | (234,633 | ) | |
Class A: | |
Subscribed | | | 1,239 | | | | 6,849 | | |
Redeemed | | | (2,717 | ) | | | (10,722 | ) | |
Class C: | |
Subscribed | | | 332 | | | | 976 | | |
Redeemed | | | (307 | ) | | | (2,298 | ) | |
Class R6:* | |
Subscribed | | | 19 | | | | 65 | | |
Redeemed | | | (3 | ) | | | (22,927 | ) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 22,849 | | | | 19,707 | | |
Redemption Fees | | | — | @ | | | 9 | | |
Total Increase (Decrease) in Net Assets | | | 39,663 | | | | (127,490 | ) | |
Net Assets: | |
Beginning of Period | | | 286,599 | | | | 414,089 | | |
End of Period | | $ | 326,262 | | | $ | 286,599 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 5,048 | | | | 18,586 | | |
Shares Redeemed | | | (3,302 | ) | | | (15,973 | ) | |
Net Increase in Class I Shares Outstanding | | | 1,746 | | | | 2,613 | | |
Class A: | |
Shares Subscribed | | | 94 | | | | 459 | | |
Shares Redeemed | | | (204 | ) | | | (730 | ) | |
Net Decrease in Class A Shares Outstanding | | | (110 | ) | | | (271 | ) | |
Class C: | |
Shares Subscribed | | | 26 | | | | 69 | | |
Shares Redeemed | | | (25 | ) | | | (170 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | 1 | | | | (101 | ) | |
Class R6:* | |
Shares Subscribed | | | 1 | | | | 5 | | |
Shares Redeemed | | | (— | @@) | | | (1,400 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | 1 | | | | (1,395 | ) | |
* 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, 2023
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 13.15 | | | $ | 19.77 | | | $ | 19.43 | | | $ | 12.70 | | | $ | 10.38 | | | $ | 12.14 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | (0.01 | ) | | | (0.08 | ) | | | (0.19 | ) | | | (0.11 | ) | | | (0.02 | ) | | | 0.03 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.78 | | | | (6.54 | ) | | | 0.55 | | | | 7.62 | | | | 2.78 | | | | (1.74 | ) | |
Total from Investment Operations | | | 0.77 | | | | (6.62 | ) | | | 0.36 | | | | 7.51 | | | | 2.76 | | | | (1.71 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | — | | | | (0.02 | ) | | | (0.78 | ) | | | (0.44 | ) | | | (0.04 | ) | |
Total Distributions | | | — | | | | — | | | | (0.02 | ) | | | (0.78 | ) | | | (0.44 | ) | | | (0.05 | ) | |
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 | | $ | 13.92 | | | $ | 13.15 | | | $ | 19.77 | | | $ | 19.43 | | | $ | 12.70 | | | $ | 10.38 | | |
Total Return(3) | | | 5.86 | %(4) | | | (33.49 | )% | | | 1.84 | % | | | 59.36 | % | | | 26.63 | % | | | (14.12 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 299,545 | | | $ | 259,940 | | | $ | 339,152 | | | $ | 80,465 | | | $ | 32,651 | | | $ | 39,206 | | |
Ratio of Expenses Before Expense Limitation | | | 1.09 | %(5) | | | 1.27 | % | | | 1.23 | % | | | 1.47 | % | | | 1.57 | % | | | 1.48 | % | |
Ratio of Expenses After Expense Limitation | | | 1.04 | %(5)(6) | | | 1.15 | %(6)(7) | | | 1.18 | %(6) | | | 1.15 | %(6) | | | 1.17 | %(6) | | | 1.17 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.18 | %(6) | | | N/A | | | | 1.16 | %(6) | | | 1.16 | %(6) | |
Ratio of Net Investment Income (Loss) | | | (0.16 | )%(5)(6) | | | (0.50 | )%(6) | | | (0.92 | )%(6) | | | (0.73 | )%(6) | | | (0.14 | )%(6) | | | 0.29 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(5) | | | 0.01 | % | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 21 | %(4) | | | 62 | % | | | 27 | % | | | 57 | % | | | 58 | % | | | 47 | % | |
(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) Not annualized.
(5) Annualized.
(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) Effective October 1, 2022, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.05% for Class I shares. Prior to October 1, 2022, the maximum ratio was 1.20% for Class I shares.
(8) 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, 2023
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 12.84 | | | $ | 19.37 | | | $ | 19.09 | | | $ | 12.53 | | | $ | 10.29 | | | $ | 12.06 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(1) | | | (0.03 | ) | | | (0.12 | ) | | | (0.24 | ) | | | (0.17 | ) | | | (0.05 | ) | | | (0.00 | )(2) | |
Net Realized and Unrealized Gain (Loss) | | | 0.77 | | | | (6.41 | ) | | | 0.54 | | | | 7.51 | | | | 2.73 | | | | (1.73 | ) | |
Total from Investment Operations | | | 0.74 | | | | (6.53 | ) | | | 0.30 | | | | 7.34 | | | | 2.68 | | | | (1.73 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | — | | | | (0.02 | ) | | | (0.78 | ) | | | (0.44 | ) | | | (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 | | $ | 13.58 | | | $ | 12.84 | | | $ | 19.37 | | | $ | 19.09 | | | $ | 12.53 | | | $ | 10.29 | | |
Total Return(3) | | | 5.76 | %(4) | | | (33.71 | )% | | | 1.56 | % | | | 58.81 | % | | | 26.08 | % | | | (14.41 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 12,365 | | | $ | 13,113 | | | $ | 25,015 | | | $ | 7,925 | | | $ | 1,191 | | | $ | 1,024 | | |
Ratio of Expenses Before Expense Limitation | | | 1.38 | %(5) | | | 1.55 | % | | | 1.52 | % | | | 1.82 | % | | | 2.04 | % | | | 1.93 | % | |
Ratio of Expenses After Expense Limitation | | | 1.37 | %(5)(6) | | | 1.45 | %(6)(7) | | | 1.47 | %(6) | | | 1.50 | %(6) | | | 1.55 | %(6) | | | 1.55 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.47 | %(6) | | | N/A | | | | 1.54 | %(6) | | | 1.54 | %(6) | |
Ratio of Net Investment Loss | | | (0.49 | )%(5)(6) | | | (0.83 | )%(6) | | | (1.21 | )%(6) | | | (1.13 | )%(6) | | | (0.45 | )%(6) | | | (0.04 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(5) | | | 0.01 | % | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 21 | %(4) | | | 62 | % | | | 27 | % | | | 57 | % | | | 58 | % | | | 47 | % | |
(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) Not annualized.
(5) Annualized.
(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 October 1, 2022, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.40% for Class A shares. Prior to October 1, 2022, the maximum ratio was 1.55% for Class A shares.
(8) 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, 2023
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 12.17 | | | $ | 18.49 | | | $ | 18.37 | | | $ | 12.17 | | | $ | 10.08 | | | $ | 11.90 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(1) | | | (0.08 | ) | | | (0.22 | ) | | | (0.38 | ) | | | (0.27 | ) | | | (0.13 | ) | | | (0.09 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.73 | | | | (6.10 | ) | | | 0.52 | | | | 7.25 | | | | 2.66 | | | | (1.69 | ) | |
Total from Investment Operations | | | 0.65 | | | | (6.32 | ) | | | 0.14 | | | | 6.98 | | | | 2.53 | | | | (1.78 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | — | | | | (0.02 | ) | | | (0.78 | ) | | | (0.44 | ) | | | (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 | | $ | 12.82 | | | $ | 12.17 | | | $ | 18.49 | | | $ | 18.37 | | | $ | 12.17 | | | $ | 10.08 | | |
Total Return(3) | | | 5.34 | %(4) | | | (34.18 | )% | | | 0.75 | % | | | 57.59 | % | | | 25.14 | % | | | (15.02 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,415 | | | $ | 4,179 | | | $ | 8,220 | | | $ | 3,395 | | | $ | 1,007 | | | $ | 780 | | |
Ratio of Expenses Before Expense Limitation | | | 2.13 | %(5) | | | 2.28 | % | | | 2.29 | % | | | 2.63 | % | | | 2.82 | % | | | 2.75 | % | |
Ratio of Expenses After Expense Limitation | | | 2.12 | %(5)(6) | | | 2.17 | %(6)(7) | | | 2.24 | %(6) | | | 2.29 | %(6) | | | 2.30 | %(6) | | | 2.30 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 2.24 | %(6) | | | N/A | | | | 2.29 | %(6) | | | 2.29 | %(6) | |
Ratio of Net Investment Loss | | | (1.23 | )%(5)(6) | | | (1.56 | )%(6) | | | (1.98 | )%(6) | | | (1.88 | )%(6) | | | (1.18 | )%(6) | | | (0.83 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(5) | | | 0.01 | % | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 21 | %(4) | | | 62 | % | | | 27 | % | | | 57 | % | | | 58 | % | | | 47 | % | |
(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) Not annualized.
(5) Annualized.
(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 October 1, 2022, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 2.15% for Class C shares. Prior to October 1, 2022, the maximum ratio was 2.30% for Class C shares.
(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, 2023
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 13.19 | | | $ | 19.81 | | | $ | 19.45 | | | $ | 12.71 | | | $ | 10.38 | | | $ | 12.14 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.01 | ) | | | (0.09 | ) | | | (0.17 | ) | | | (0.09 | ) | | | 0.00 | (3) | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.79 | | | | (6.53 | ) | | | 0.55 | | | | 7.61 | | | | 2.77 | | | | (1.74 | ) | |
Total from Investment Operations | | | 0.78 | | | | (6.62 | ) | | | 0.38 | | | | 7.52 | | | | 2.77 | | | | (1.70 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.02 | ) | |
Net Realized Gain | | | — | | | | — | | | | (0.02 | ) | | | (0.78 | ) | | | (0.44 | ) | | | (0.04 | ) | |
Total Distributions | | | — | | | | — | | | | (0.02 | ) | | | (0.78 | ) | | | (0.44 | ) | | | (0.06 | ) | |
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 | | $ | 13.97 | | | $ | 13.19 | | | $ | 19.81 | | | $ | 19.45 | | | $ | 12.71 | | | $ | 10.38 | | |
Total Return(4) | | | 5.91 | %(5) | | | (33.42 | )% | | | 1.94 | % | | | 59.39 | % | | | 26.73 | % | | | (14.03 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 9,930 | | | $ | 9,360 | | | $ | 41,692 | | | $ | 27,230 | | | $ | 19,838 | | | $ | 12,779 | | |
Ratio of Expenses Before Expense Limitation | | | 1.04 | %(6) | | | 1.20 | % | | | 1.16 | % | | | 1.42 | % | | | 1.53 | % | | | 1.44 | % | |
Ratio of Expenses After Expense Limitation | | | 0.99 | %(6)(7) | | | 1.08 | %(7)(8) | | | 1.10 | %(7) | | | 1.09 | %(7) | | | 1.10 | %(7) | | | 1.10 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.10 | %(7) | | | N/A | | | | 1.09 | %(7) | | | 1.09 | %(7) | |
Ratio of Net Investment Income (Loss) | | | (0.11 | )%(6)(7) | | | (0.59 | )%(7) | | | (0.84 | )%(7) | | | (0.65 | )%(7) | | | 0.00 | %(7)(9) | | | 0.38 | %(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.01 | % | | | 0.00 | %(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 21 | %(5) | | | 62 | % | | | 27 | % | | | 57 | % | | | 58 | % | | | 47 | % | |
(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) 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) Effective October 1, 2022, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.00% for Class R6 shares. Prior to October 1, 2022, the maximum ratio was 1.10% for Class R6 shares.
(9) 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, 2023
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class IR | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period from April 12, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 13.18 | | | $ | 19.81 | | | $ | 19.37 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.01 | ) | | | (0.07 | ) | | | (0.12 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.79 | | | | (6.56 | ) | | | 0.58 | | |
Total from Investment Operations | | | 0.78 | | | | (6.63 | ) | | | 0.46 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | — | | | | (0.02 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 13.96 | | | $ | 13.18 | | | $ | 19.81 | | |
Total Return(4) | | | 5.92 | %(5) | | | (33.47 | )% | | | 2.36 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 7 | | | $ | 7 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 28.03 | %(6) | | | 11.47 | % | | | 14.15 | % | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(6)(7) | | | 1.08 | %(7)(8) | | | 1.10 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.10 | %(6)(7) | |
Ratio of Net Investment Loss | | | (0.15 | )%(6)(7) | | | (0.44 | )%(7) | | | (0.80 | )%(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(9) | | | 0.01 | % | | | 0.00 | %(9) | |
Portfolio Turnover Rate | | | 21 | %(5) | | | 62 | % | | | 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) Not annualized.
(6) Annualized.
(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) Effective October 1, 2022, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.00% for Class IR shares. Prior to October 1, 2022, the maximum ratio was 1.10% for Class IR shares.
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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. 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/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-thecounter ("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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | — | | | $ | 22,686 | | | $ | — | | | $ | 22,686 | | |
Banks | | | 20,297 | | | | 31,723 | | | | — | | | | 52,020 | | |
Broadline Retail | | | 19,191 | | | | — | | | | — | | | | 19,191 | | |
Capital Markets | | | — | | | | 6,258 | | | | — | | | | 6,258 | | |
Chemicals | | | — | | | | 14,811 | | | | — | | | | 14,811 | | |
Consumer Finance | | | — | | | | 20,917 | | | | — | | | | 20,917 | | |
Consumer Staples Distribution & Retail | | | — | | | | 11,922 | | | | — | | | | 11,922 | | |
Electrical Equipment | | | 2,506 | | | | 29,322 | | | | — | | | | 31,828 | | |
Financial Services | | | — | | | | 13,188 | | | | — | | | | 13,188 | | |
Ground Transportation | | | 10,550 | | | | — | | | | — | | | | 10,550 | | |
Information Technology Services | | | 22,080 | | | | — | | | | — | | | | 22,080 | | |
Interactive Media & Services | | | — | | | | 5,071 | | | | — | | | | 5,071 | | |
Machinery | | | — | | | | 3,102 | | | | — | | | | 3,102 | | |
Personal Care Products | | | — | | | | 10,863 | | | | — | | | | 10,863 | | |
Pharmaceuticals | | | — | | | | 1,556 | | | | — | | | | 1,556 | | |
Professional Services | | | 2,922 | | | | — | | | | — | | | | 2,922 | | |
Semiconductors & Semiconductor Equipment | | | — | | | | 18,691 | | | | — | | | | 18,691 | | |
Specialty Retail | | | — | | | | 13,457 | | | | — | | | | 13,457 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 43,341 | | | | — | | | | 43,341 | | |
Total Common Stocks | | | 77,546 | | | | 246,908 | | | | — | | | | 324,454 | | |
Short-Term Investment | |
Investment Company | | | 4,131 | | | | — | | | | — | | | | 4,131 | | |
Total Assets | | $ | 81,677 | | | $ | 246,908 | | | $ | — | | | $ | 328,585 | | |
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to 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.
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 U.S. 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.
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
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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 | |
| 0.75 | % | | | 0.70 | % | |
For the six months ended June 30, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.74% 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, 1.00% for Class R6 shares and 1.00% 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, 2023, approximately $60,000 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 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.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $87,936,000 and $62,242,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, advisory fees paid were reduced by approximately $12,000 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 13,348 | | | $ | 73,097 | | | $ | 82,314 | | | $ | 341 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 4,131 | | |
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, 2023, 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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | — | | | $ | 204 | | | $ | 123 | | |
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, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 1,605 | | | $ | (1,605 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $58,380,000 and $26,028,000 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 64.8%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 was lower than its peer group average, actual management fee was higher 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 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.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIEMLSAN
5842954 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Emerging Markets Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,065.20 | | | $ | 1,019.69 | | | $ | 5.27 | | | $ | 5.16 | | | | 1.03 | % | |
Emerging Markets Portfolio Class A | | | 1,000.00 | | | | 1,063.80 | | | | 1,017.95 | | | | 7.06 | | | | 6.90 | | | | 1.38 | | |
Emerging Markets Portfolio Class L | | | 1,000.00 | | | | 1,061.00 | | | | 1,015.47 | | | | 9.61 | | | | 9.39 | | | | 1.88 | | |
Emerging Markets Portfolio Class C | | | 1,000.00 | | | | 1,059.60 | | | | 1,014.23 | | | | 10.88 | | | | 10.64 | | | | 2.13 | | |
Emerging Markets Portfolio Class R6 | | | 1,000.00 | | | | 1,065.80 | | | | 1,020.08 | | | | 4.87 | | | | 4.76 | | | | 0.95 | | |
Emerging Markets Portfolio Class IR | | | 1,000.00 | | | | 1,065.80 | | | | 1,020.08 | | | | 4.87 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Emerging Markets Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.5%) | |
Brazil (8.5%) | |
Banco BTG Pactual SA (Units) | | | 914,924 | | | $ | 6,010 | | |
Cia Brasileira de Aluminio | | | 51,292 | | | | 54 | | |
Itau Unibanco Holding SA (Preference) | | | 1,489,008 | | | | 8,838 | | |
Localiza Rent a Car SA | | | 553,822 | | | | 7,923 | | |
Lojas Renner SA | | | 1,653,989 | | | | 6,909 | | |
Petroleo Brasileiro SA (Preference) | | | 1,281,664 | | | | 7,904 | | |
Raia Drogasil SA | | | 837,512 | | | | 5,177 | | |
| | | 42,815 | | |
China (19.2%) | |
Alibaba Group Holding Ltd. (a)(b) | | | 674,900 | | | | 7,025 | | |
BYD Co. Ltd., H Shares (a) | | | 259,500 | | | | 8,321 | | |
China Construction Bank Corp., H Shares (a)(b) | | | 18,213,120 | | | | 11,792 | | |
China Mengniu Dairy Co. Ltd. (a)(b) | | | 1,473,000 | | | | 5,567 | | |
China Merchants Bank Co. Ltd., H Shares (a) | | | 1,147,500 | | | | 5,234 | | |
China Resources Beer Holdings Co. Ltd. (a) | | | 608,000 | | | | 4,018 | | |
China Tourism Group Duty Free Corp. Ltd. (a)(b)(c) | | | 118,500 | | | | 1,608 | | |
JD.com, Inc., Class A (a) | | | 102,973 | | | | 1,756 | | |
Jiangsu Hengrui Pharmaceuticals Co. Ltd., Class A | | | 494,859 | | | | 3,267 | | |
Kweichow Moutai Co. Ltd., Class A | | | 20,949 | | | | 4,883 | | |
Li Ning Co. Ltd. (a) | | | 541,000 | | | | 2,921 | | |
Meituan, Class B (a)(b) | | | 187,890 | | | | 2,946 | | |
NARI Technology Co. Ltd., Class A | | | 968,400 | | | | 3,084 | | |
Postal Savings Bank of China Co. Ltd. (a)(c) | | | 8,598,000 | | | | 5,302 | | |
Proya Cosmetics Co. Ltd., Class A | | | 203,028 | | | | 3,146 | | |
Shenzhou International Group Holdings Ltd. (a) | | | 666,600 | | | | 6,402 | | |
Sungrow Power Supply Co. Ltd., Class A | | | 243,895 | | | | 3,929 | | |
Tencent Holdings Ltd. (a) | | | 367,900 | | | | 15,599 | | |
| | | 96,800 | | |
India (22.9%) | |
Axis Bank Ltd. | | | 305,010 | | | | 3,680 | | |
Bajaj Auto Ltd. | | | 115,486 | | | | 6,617 | | |
Bajaj Finance Ltd. | | | 60,918 | | | | 5,336 | | |
Delhivery Ltd. (b) | | | 599,448 | | | | 2,789 | | |
HDFC Asset Management Co. Ltd. | | | 104,408 | | | | 2,927 | | |
HDFC Bank Ltd. | | | 345,485 | | | | 7,170 | | |
Hindalco Industries Ltd. | | | 1,095,093 | | | | 5,647 | | |
Housing Development Finance Corp. Ltd. | | | 73,973 | | | | 2,552 | | |
ICICI Bank Ltd. | | | 1,042,475 | | | | 11,935 | | |
ICICI Prudential Life Insurance Co. Ltd. (b) | | | 560,539 | | | | 3,919 | | |
Infosys Ltd. | | | 343,465 | | | | 5,594 | | |
Infosys Ltd. ADR | | | 170,192 | | | | 2,735 | | |
Larsen & Toubro Ltd. | | | 152,996 | | | | 4,626 | | |
Macrotech Developers Ltd. (b) | | | 500,616 | | | | 4,158 | | |
Mahindra & Mahindra Financial Services Ltd. | | | 122,579 | | | | 504 | | |
Mahindra & Mahindra Ltd. | | | 363,226 | | | | 6,454 | | |
MakeMyTrip Ltd. (b) | | | 80,289 | | | | 2,166 | | |
Max Healthcare Institute Ltd. (b) | | | 1,128,136 | | | | 8,255 | | |
Pidilite Industries Ltd. | | | 106,338 | | | | 3,373 | | |
| | Shares | | Value (000) | |
Reliance Industries Ltd. | | | 401,031 | | | $ | 12,501 | | |
Star Health & Allied Insurance Co. Ltd. (b) | | | 459,348 | | | | 3,281 | | |
State Bank of India | | | 1,074,775 | | | | 7,528 | | |
United Breweries Ltd. | | | 111,415 | | | | 2,056 | | |
| | | 115,803 | | |
Indonesia (4.4%) | |
Bank Central Asia Tbk PT | | | 11,189,300 | | | | 6,862 | | |
Bank Mandiri Persero Tbk PT | | | 20,607,600 | | | | 7,172 | | |
Bank Rakyat Indonesia Persero Tbk PT | | | 15,784,900 | | | | 5,763 | | |
Cisarua Mountain Dairy Tbk PT | | | 7,916,600 | | | | 2,214 | | |
| | | 22,011 | | |
Korea, Republic of (10.0%) | |
KB Financial Group, Inc. | | | 83,944 | | | | 3,047 | | |
Kia Corp. | | | 47,566 | | | | 3,204 | | |
Korea Zinc Co. Ltd. | | | 8,859 | | | | 3,291 | | |
LG Chem Ltd. | | | 2,582 | | | | 1,314 | | |
Samsung Electronics Co. Ltd. | | | 494,541 | | | | 27,231 | | |
Samsung SDI Co. Ltd. | | | 7,237 | | | | 3,695 | | |
SK Hynix, Inc. | | | 96,475 | | | | 8,477 | | |
| | | 50,259 | | |
Mexico (5.8%) | |
Gruma SAB de CV , Class B | | | 474,560 | | | | 7,620 | | |
Grupo Financiero Banorte SAB de CV Series O | | | 857,653 | | | | 7,075 | | |
Qualitas Controladora SAB de CV | | | 647,616 | | | | 4,791 | | |
Wal-Mart de Mexico SAB de CV | | | 2,531,124 | | | | 10,039 | | |
| | | 29,525 | | |
Poland (2.0%) | |
LPP SA (b) | | | 2,873 | | | | 9,904 | | |
Portugal (1.6%) | |
Galp Energia SGPS SA | | | 688,803 | | | | 8,049 | | |
Saudi Arabia (0.8%) | |
Alinma Bank | | | 460,974 | | | | 4,143 | | |
South Africa (5.5%) | |
Anglo American Platinum Ltd. | | | 79,306 | | | | 3,585 | | |
Anglo American PLC | | | 353,050 | | | | 10,064 | | |
AVI Ltd. | | | 1,323,865 | | | | 4,781 | | |
Bidvest Group Ltd. | | | 271,730 | | | | 3,780 | | |
Capitec Bank Holdings Ltd. | | | 64,384 | | | | 5,365 | | |
| | | 27,575 | | |
Taiwan (13.8%) | |
Airtac International Group | | | 102,448 | | | | 3,386 | | |
Chailease Holding Co. Ltd. (b) | | | 774,000 | | | | 5,089 | | |
CTBC Financial Holding Co. Ltd. | | | 6,004,000 | | | | 4,801 | | |
Delta Electronics, Inc. | | | 688,000 | | | | 7,625 | | |
MediaTek, Inc. | | | 149,000 | | | | 3,298 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 1,748,205 | | | | 32,295 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | 113,594 | | | | 11,464 | | |
Voltronic Power Technology Corp. | | | 30,000 | | | | 1,897 | | |
| | | 69,855 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments (cont'd)
Emerging Markets Portfolio
| | Shares | | Value (000) | |
Thailand (1.1%) | |
Kasikornbank PCL | | | 699,400 | | | $ | 2,560 | | |
Tisco Financial Group PCL | | | 1,059,100 | | | | 2,900 | | |
| | | 5,460 | | |
United Kingdom (2.9%) | |
Antofagasta PLC | | | 393,069 | | | | 7,310 | | |
Mondi PLC | | | 486,811 | | | | 7,442 | | |
| | | 14,752 | | |
Total Common Stocks (Cost $421,213) | | | 496,951 | | |
Short-Term Investments (1.9%) | |
Investment Company (1.9%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $9,571) | | | 9,571,201 | | | | 9,571 | | |
Securities held as Collateral on Loaned Securities (0.0%)‡ | |
Investment Company (0.0%)‡ | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $85) | | | 84,880 | | | | 85 | | |
Total Short-Term Investments (Cost $9,656) | | | 9,656 | | |
Total Investments (100.4%) (Cost $430,869) Including $6,628 of Securities Loaned (d)(e)(f) | | | 506,607 | | |
Liabilities in Excess of Other Assets (–0.4%) | | | (2,122 | ) | |
Net Assets (100.0%) | | $ | 504,485 | | |
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.
‡ Amount is less than 0.05%.
(a) Security trades on the Hong Kong exchange.
(b) Non-income producing security.
(c) All or a portion of this security was on loan at June 30, 2023.
(d) The approximate fair value and percentage of net assets, $402,786,000 and 79.8%, 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 Financial Statements.
(e) Securities are available for collateral in connection with open futures contract.
(f) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $107,057,000 and the aggregate gross unrealized depreciation is approximately $31,428,000, resulting in net unrealized appreciation of approximately $75,629,000.
ADR American Depositary Receipt.
Futures Contract:
The Fund had the following futures contract open at June 30, 2023:
| | Number of Contracts | | Expiration Date | | Notional Amount (000) | | Value (000) | | Unrealized Depreciation (000) | |
Long: | |
MSCI Emerging Market Index (United States) | | | 183 | | | Sep-23 | | $ | 9 | | | $ | 9,131 | | | $ | (109 | ) | |
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 50.2 | % | |
Banks | | | 21.9 | | |
Semiconductors & Semiconductor Equipment | | | 11.0 | | |
Metals & Mining | | | 5.9 | | |
Oil, Gas & Consumable Fuels | | | 5.6 | | |
Tech Hardware, Storage & Peripherals | | | 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, 2023.
** Industries and/or investment types representing less than 5% of total investments.
*** Does not include an open long futures contract with a value of approximately $9,131,000 and unrealized depreciation of approximately $109,000.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Emerging Markets Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $421,213) | | $ | 496,951 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $9,656) | | | 9,656 | | |
Total Investments in Securities, at Value (Cost $430,869) | | | 506,607 | | |
Foreign Currency, at Value (Cost $786) | | | 793 | | |
Dividends Receivable | | | 2,278 | | |
Receivable for Variation Margin on Futures Contracts | | | 354 | | |
Receivable for Investments Sold | | | 140 | | |
Receivable for Fund Shares Sold | | | 87 | | |
Tax Reclaim Receivable | | | 68 | | |
Receivable from Affiliate | | | 60 | | |
Receivable from Securities Lending Income | | | 2 | | |
Other Assets | | | 147 | | |
Total Assets | | | 510,536 | | |
Liabilities: | |
Deferred Capital Gain Country Tax | | | 4,673 | | |
Payable for Advisory Fees | | | 921 | | |
Payable for Fund Shares Redeemed | | | 122 | | |
Collateral on Securities Loaned, at Value | | | 85 | | |
Payable for Professional Fees | | | 83 | | |
Payable for Custodian Fees | | | 37 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 26 | | |
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 | | | 21 | | |
Payable for Transfer Agency Fees | | | 10 | | |
Payable for Transfer Agency Fees — Class I | | | 2 | | |
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 | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 69 | | |
Total Liabilities | | | 6,051 | | |
Net Assets | | $ | 504,485 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 434,653 | | |
Total Distributable Earnings | | | 69,832 | | |
Net Assets | | $ | 504,485 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Emerging Markets Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 148,851 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 7,659,701 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 19.43 | | |
CLASS A: | |
Net Assets | | $ | 5,365 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 284,995 | | |
Net Asset Value, Redemption Price Per Share | | $ | 18.83 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.04 | | |
Maximum Offering Price Per Share | | $ | 19.87 | | |
CLASS L: | |
Net Assets | | $ | 162 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 8,864 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 18.25 | | |
CLASS C: | |
Net Assets | | $ | 322 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 17,768 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 18.14 | | |
CLASS R6: | |
Net Assets | | $ | 349,775 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 18,005,643 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 19.43 | | |
CLASS IR: | |
Net Assets | | $ | 10 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 503 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 19.43 | | |
(1) Including: Securities on Loan, at Value: | | $ | 6,628 | | |
@ 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, 2023 (unaudited)
Emerging Markets Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $940 of Foreign Taxes Withheld) | | $ | 7,425 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 299 | | |
Income from Securities Loaned — Net | | | 15 | | |
Total Investment Income | | | 7,739 | | |
Expenses: | |
Advisory Fees (Note B) | | | 2,000 | | |
Administration Fees (Note C) | | | 197 | | |
Custodian Fees (Note F) | | | 141 | | |
Sub Transfer Agency Fees — Class I | | | 73 | | |
Sub Transfer Agency Fees — Class A | | | 3 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Professional Fees | | | 75 | | |
Registration Fees | | | 33 | | |
Transfer Agency Fees — Class I (Note E) | | | 20 | | |
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) | | | 3 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Shareholder Reporting Fees | | | 16 | | |
Shareholder Services Fees — Class A (Note D) | | | 6 | | |
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 | | |
Other Expenses | | | 24 | | |
Total Expenses | | | 2,608 | | |
Waiver of Advisory Fees (Note B) | | | (160 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (36 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (— | @) | |
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) | | | (3 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (10 | ) | |
Net Expenses | | | 2,396 | | |
Net Investment Income | | | 5,343 | | |
Realized Gain (Loss): | |
Investments Sold (Net of $616 of Capital Gain Country Tax) | | | (5,332 | ) | |
Foreign Currency Translation | | | (126 | ) | |
Futures Contracts | | | 563 | | |
Net Realized Loss | | | (4,895 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $3,490) | | | 30,971 | | |
Foreign Currency Translation | | | 13 | | |
Futures Contracts | | | (112 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 30,872 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 25,977 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 31,320 | | |
@ 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, 2023
Emerging Markets Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 5,343 | | | $ | 9,575 | | |
Net Realized Loss | | | (4,895 | ) | | | (3,799 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 30,872 | | | | (184,763 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 31,320 | | | | (178,987 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (6,848 | ) | |
Class A | | | — | | | | (201 | ) | |
Class L | | | — | | | | (6 | ) | |
Class C | | | — | | | | (12 | ) | |
Class R6* | | | — | | | | (14,433 | ) | |
Class IR | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (21,500 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 4,262 | | | | 45,456 | | |
Distributions Reinvested | | | — | | | | 6,598 | | |
Redeemed | | | (9,969 | ) | | | (104,883 | ) | |
Class A: | |
Subscribed | | | 363 | | | | 1,280 | | |
Distributions Reinvested | | | — | | | | 200 | | |
Redeemed | | | (288 | ) | | | (3,295 | ) | |
Class L: | |
Exchanged | | | — | | | | 90 | | |
Distributions Reinvested | | | — | | | | 6 | | |
Redeemed | | | (17 | ) | | | (93 | ) | |
Class C: | |
Subscribed | | | 15 | | | | 176 | | |
Distributions Reinvested | | | — | | | | 12 | | |
Redeemed | | | (49 | ) | | | (265 | ) | |
Class R6:* | |
Subscribed | | | 13,591 | | | | 22,440 | | |
Distributions Reinvested | | | — | | | | 14,433 | | |
Redeemed | | | (13,365 | ) | | | (25,180 | ) | |
Class IR: | |
Distributions Reinvested | | | — | | | | — | @ | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (5,457 | ) | | | (43,025 | ) | |
Redemption Fees | | | — | @ | | | — | @ | |
Total Increase (Decrease) in Net Assets | | | 25,863 | | | | (243,512 | ) | |
Net Assets: | |
Beginning of Period | | | 478,622 | | | | 722,134 | | |
End of Period | | $ | 504,485 | | | $ | 478,622 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Emerging Markets Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 223 | | | | 2,275 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 365 | | |
Shares Redeemed | | | (525 | ) | | | (5,388 | ) | |
Net Decrease in Class I Shares Outstanding | | | (302 | ) | | | (2,748 | ) | |
Class A: | |
Shares Subscribed | | | 20 | | | | 61 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 12 | | |
Shares Redeemed | | | (16 | ) | | | (165 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | 4 | | | | (92 | ) | |
Class L: | |
Shares Exchanged | | | — | | | | 5 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (1 | ) | | | (5 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | (1 | ) | | | — | @@ | |
Class C: | |
Shares Subscribed | | | 1 | | | | 9 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (3 | ) | | | (12 | ) | |
Net Decrease in Class C Shares Outstanding | | | (2 | ) | | | (2 | ) | |
Class R6:* | |
Shares Subscribed | | | 721 | | | | 1,115 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 799 | | |
Shares Redeemed | | | (706 | ) | | | (1,217 | ) | |
Net Increase in Class R6 Shares Outstanding | | | 15 | | | | 697 | | |
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, 2023
Financial Highlights
Emerging Markets Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 18.24 | | | $ | 25.44 | | | $ | 26.85 | | | $ | 23.69 | | | $ | 22.53 | | | $ | 27.95 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.20 | | | | 0.34 | | | | 0.17 | | | | 0.13 | | | | 0.41 | | | | 0.28 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.99 | | | | (6.72 | ) | | | 0.73 | | | | 3.32 | | | | 3.92 | | | | (5.15 | ) | |
Total from Investment Operations | | | 1.19 | | | | (6.38 | ) | | | 0.90 | | | | 3.45 | | | | 4.33 | | | | (4.87 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.15 | ) | | | (0.46 | ) | | | (0.14 | ) | | | (0.18 | ) | | | (0.35 | ) | |
Net Realized Gain | | | — | | | | (0.67 | ) | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | |
Total Distributions | | | — | | | | (0.82 | ) | | | (2.31 | ) | | | (0.29 | ) | | | (3.17 | ) | | | (0.55 | ) | |
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 | | $ | 19.43 | | | $ | 18.24 | | | $ | 25.44 | | | $ | 26.85 | | | $ | 23.69 | | | $ | 22.53 | | |
Total Return(3) | | | 6.52 | %(4) | | | (25.06 | )% | | | 3.55 | % | | | 14.58 | % | | | 19.44 | % | | | (17.32 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 148,851 | | | $ | 145,218 | | | $ | 272,406 | | | $ | 312,834 | | | $ | 277,114 | | | $ | 229,132 | | |
Ratio of Expenses Before Expense Limitation | | | 1.14 | %(5) | | | 1.16 | % | | | 1.09 | % | | | 1.10 | % | | | 1.16 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.03 | %(5)(6)(7) | | | 1.05 | %(6) | | | 1.05 | %(6) | | | 1.05 | %(6) | | | 1.05 | %(6) | | | 1.03 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.05 | %(6) | | | 1.05 | %(6) | | | 1.05 | %(6) | | | 1.05 | %(6) | | | N/A | | |
Ratio of Net Investment Income | | | 2.13 | %(5)(6) | | | 1.68 | %(6) | | | 0.61 | %(6) | | | 0.58 | %(6) | | | 1.69 | %(6) | | | 1.08 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | |
Portfolio Turnover Rate | | | 22 | %(4) | | | 38 | % | | | 39 | % | | | 57 | % | | | 58 | % | | | 56 | % | |
(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) 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) Effective April 28, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.99% for Class I shares. Prior to April 28, 2023, the maximum ratio was 1.05% for Class I shares.
(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, 2023
Financial Highlights
Emerging Markets Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 17.70 | | | $ | 24.69 | | | $ | 26.13 | | | $ | 23.05 | | | $ | 21.99 | | | $ | 27.24 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.16 | | | | 0.26 | | | | 0.08 | | | | 0.05 | | | | 0.30 | | | | 0.20 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.97 | | | | (6.51 | ) | | | 0.71 | | | | 3.22 | | | | 3.85 | | | | (5.01 | ) | |
Total from Investment Operations | | | 1.13 | | | | (6.25 | ) | | | 0.79 | | | | 3.27 | | | | 4.15 | | | | (4.81 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.07 | ) | | | (0.38 | ) | | | (0.04 | ) | | | (0.10 | ) | | | (0.24 | ) | |
Net Realized Gain | | | — | | | | (0.67 | ) | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | |
Total Distributions | | | — | | | | (0.74 | ) | | | (2.23 | ) | | | (0.19 | ) | | | (3.09 | ) | | | (0.44 | ) | |
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 | | $ | 18.83 | | | $ | 17.70 | | | $ | 24.69 | | | $ | 26.13 | | | $ | 23.05 | | | $ | 21.99 | | |
Total Return(3) | | | 6.38 | %(4) | | | (25.31 | )% | | | 3.23 | % | | | 14.21 | % | | | 19.08 | % | | | (17.58 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 5,365 | | | $ | 4,978 | | | $ | 9,222 | | | $ | 7,907 | | | $ | 11,195 | | | $ | 13,605 | | |
Ratio of Expenses Before Expense Limitation | | | 1.46 | %(5) | | | 1.48 | % | | | 1.39 | % | | | 1.43 | % | | | 1.43 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.38 | %(5)(6)(7) | | | 1.38 | %(6) | | | 1.36 | %(6) | | | 1.38 | %(6) | | | 1.34 | %(6) | | | 1.34 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.38 | %(6) | | | 1.36 | %(6) | | | 1.38 | %(6) | | | 1.34 | %(6) | | | N/A | | |
Ratio of Net Investment Income | | | 1.77 | %(5)(6) | | | 1.30 | %(6) | | | 0.28 | %(6) | | | 0.24 | %(6) | | | 1.26 | %(6) | | | 0.78 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | |
Portfolio Turnover Rate | | | 22 | %(4) | | | 38 | % | | | 39 | % | | | 57 | % | | | 58 | % | | | 56 | % | |
(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) 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) Effective April 28, 2023, 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 April 28, 2023, the maximum ratio was 1.40% for Class A shares.
(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, 2023
Financial Highlights
Emerging Markets Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 17.20 | | | $ | 24.05 | | | $ | 25.51 | | | $ | 22.59 | | | $ | 21.64 | | | $ | 26.85 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.11 | | | | 0.16 | | | | (0.06 | ) | | | (0.08 | ) | | | 0.17 | | | | 0.05 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.94 | | | | (6.34 | ) | | | 0.68 | | | | 3.15 | | | | 3.77 | | | | (4.91 | ) | |
Total from Investment Operations | | | 1.05 | | | | (6.18 | ) | | | 0.62 | | | | 3.07 | | | | 3.94 | | | | (4.86 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.23 | ) | | | — | | | | — | | | | (0.15 | ) | |
Net Realized Gain | | | — | | | | (0.67 | ) | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | |
Total Distributions | | | — | | | | (0.67 | ) | | | (2.08 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.35 | ) | |
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 | | $ | 18.25 | | | $ | 17.20 | | | $ | 24.05 | | | $ | 25.51 | | | $ | 22.59 | | | $ | 21.64 | | |
Total Return(3) | | | 6.10 | %(4) | | | (25.68 | )% | | | 2.64 | % | | | 13.65 | % | | | 18.37 | % | | | (18.03 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 162 | | | $ | 169 | | | $ | 233 | | | $ | 215 | | | $ | 210 | | | $ | 292 | | |
Ratio of Expenses Before Expense Limitation | | | 3.08 | %(5) | | | 2.88 | % | | | 2.69 | % | | | 3.06 | % | | | 2.47 | % | | | 2.55 | % | |
Ratio of Expenses After Expense Limitation | | | 1.88 | %(5)(6)(7) | | | 1.90 | %(6) | | | 1.90 | %(6) | | | 1.90 | %(6) | | | 1.90 | %(6) | | | 1.89 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.90 | %(6) | | | 1.90 | %(6) | | | 1.90 | %(6) | | | 1.90 | %(6) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 1.27 | %(5)(6) | | | 0.87 | %(6) | | | (0.23 | )%(6) | | | (0.40 | )%(6) | | | 0.73 | %(6) | | | 0.20 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | |
Portfolio Turnover Rate | | | 22 | %(4) | | | 38 | % | | | 39 | % | | | 57 | % | | | 58 | % | | | 56 | % | |
(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) Not annualized.
(5) Annualized.
(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) Effective April 28, 2023, 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 April 28, 2023, the maximum ratio was 1.90% for Class L shares.
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Emerging Markets Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 17.12 | | | $ | 24.01 | | | $ | 25.29 | | | $ | 22.45 | | | $ | 21.57 | | | $ | 26.66 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.09 | | | | 0.09 | | | | (0.10 | ) | | | (0.11 | ) | | | 0.11 | | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.93 | | | | (6.31 | ) | | | 0.67 | | | | 3.10 | | | | 3.76 | | | | (4.93 | ) | |
Total from Investment Operations | | | 1.02 | | | | (6.22 | ) | | | 0.57 | | | | 2.99 | | | | 3.87 | | | | (4.89 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(2) | |
Net Realized Gain | | | — | | | | (0.67 | ) | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | |
Total Distributions | | | — | | | | (0.67 | ) | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | |
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 | | $ | 18.14 | | | $ | 17.12 | | | $ | 24.01 | | | $ | 25.29 | | | $ | 22.45 | | | $ | 21.57 | | |
Total Return(3) | | | 5.96 | %(4) | | | (25.89 | )% | | | 2.43 | % | | | 13.32 | % | | | 18.16 | % | | | (18.26 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 322 | | | $ | 338 | | | $ | 531 | | | $ | 530 | | | $ | 454 | | | $ | 309 | | |
Ratio of Expenses Before Expense Limitation | | | 3.04 | %(5) | | | 2.97 | % | | | 2.42 | % | | | 2.60 | % | | | 2.58 | % | | | 2.37 | % | |
Ratio of Expenses After Expense Limitation | | | 2.13 | %(5)(6)(7) | | | 2.15 | %(6) | | | 2.15 | %(6) | | | 2.15 | %(6) | | | 2.15 | %(6) | | | 2.14 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.15 | %(6) | | | 2.15 | %(6) | | | 2.15 | %(6) | | | 2.15 | %(6) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 1.02 | %(5)(6) | | | 0.47 | %(6) | | | (0.39 | )%(6) | | | (0.53 | )%(6) | | | 0.47 | %(6) | | | 0.17 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | |
Portfolio Turnover Rate | | | 22 | %(4) | | | 38 | % | | | 39 | % | | | 57 | % | | | 58 | % | | | 56 | % | |
(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) Not annualized.
(5) Annualized.
(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) Effective April 28, 2023, 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 April 28, 2023, the maximum ratio was 2.15% for Class C shares.
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Emerging Markets Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 18.23 | | | $ | 25.43 | | | $ | 26.85 | | | $ | 23.68 | | | $ | 22.52 | | | $ | 27.96 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.21 | | | | 0.35 | | | | 0.20 | | | | 0.15 | | | | 0.36 | | | | 0.31 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.99 | | | | (6.71 | ) | | | 0.72 | | | | 3.33 | | | | 4.00 | | | | (5.17 | ) | |
Total from Investment Operations | | | 1.20 | | | | (6.36 | ) | | | 0.92 | | | | 3.48 | | | | 4.36 | | | | (4.86 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.17 | ) | | | (0.49 | ) | | | (0.16 | ) | | | (0.21 | ) | | | (0.38 | ) | |
Net Realized Gain | | | — | | | | (0.67 | ) | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | |
Total Distributions | | | — | | | | (0.84 | ) | | | (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) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 19.43 | | | $ | 18.23 | | | $ | 25.43 | | | $ | 26.85 | | | $ | 23.68 | | | $ | 22.52 | | |
Total Return(4) | | | 6.58 | %(5) | | | (24.98 | )% | | | 3.63 | % | | | 14.73 | % | | | 19.58 | % | | | (17.25 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 349,775 | | | $ | 327,910 | | | $ | 439,730 | | | $ | 440,346 | | | $ | 524,416 | | | $ | 797,029 | | |
Ratio of Expenses Before Expense Limitation | | | 1.02 | %(6) | | | 1.06 | % | | | 0.98 | % | | | 1.00 | % | | | 1.04 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(6)(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.92 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | N/A | | |
Ratio of Net Investment Income | | | 2.20 | %(6)(7) | | | 1.75 | %(7) | | | 0.71 | %(7) | | | 0.67 | %(7) | | | 1.47 | %(7) | | | 1.21 | %(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | |
Portfolio Turnover Rate | | | 22 | %(5) | | | 38 | % | | | 39 | % | | | 57 | % | | | 58 | % | | | 56 | % | |
(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) 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.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Emerging Markets Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 18.23 | | | $ | 25.43 | | | $ | 26.85 | | | $ | 23.68 | | | $ | 22.54 | | | $ | 26.23 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.20 | | | | 0.35 | | | | 0.20 | | | | 0.12 | | | | 0.40 | | | | 0.20 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.00 | | | | (6.71 | ) | | | 0.72 | | | | 3.36 | | | | 3.94 | | | | (3.31 | ) | |
Total from Investment Operations | | | 1.20 | | | | (6.36 | ) | | | 0.92 | | | | 3.48 | | | | 4.34 | | | | (3.11 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.17 | ) | | | (0.49 | ) | | | (0.16 | ) | | | (0.21 | ) | | | (0.38 | ) | |
Net Realized Gain | | | — | | | | (0.67 | ) | | | (1.85 | ) | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | |
Total Distributions | | | — | | | | (0.84 | ) | | | (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) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 19.43 | | | $ | 18.23 | | | $ | 25.43 | | | $ | 26.85 | | | $ | 23.68 | | | $ | 22.54 | | |
Total Return(4) | | | 6.58 | %(5) | | | (24.98 | )% | | | 3.63 | % | | | 14.73 | % | | | 19.53 | % | | | (11.82 | )%(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 10 | | | $ | 9 | | | $ | 12 | | | $ | 12 | | | $ | 10 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 21.73 | %(6) | | | 22.06 | % | | | 16.98 | % | | | 21.21 | % | | | 21.52 | % | | | 19.46 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(6)(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.93 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | N/A | | |
Ratio of Net Investment Income | | | 2.20 | %(6)(7) | | | 1.75 | %(7) | | | 0.71 | %(7) | | | 0.55 | %(7) | | | 1.62 | %(7) | | | 1.56 | %(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | %(6) | |
Portfolio Turnover Rate | | | 22 | %(5) | | | 38 | % | | | 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) 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.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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) 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; (6) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | — | | | $ | 2,789 | | | $ | — | | | $ | 2,789 | | |
Automobiles | | | — | | | | 24,596 | | | | — | | | | 24,596 | | |
Banks | | | 12,535 | | | | 98,632 | | | | — | | | | 111,167 | | |
Beverages | | | — | | | | 10,957 | | | | — | | | | 10,957 | | |
Broadline Retail | | | — | | | | 8,781 | | | | — | | | | 8,781 | | |
Capital Markets | | | — | | | | 8,937 | | | | — | | | | 8,937 | | |
Chemicals | | | — | | | | 4,687 | | | | — | | | | 4,687 | | |
Construction & Engineering | | | — | | | | 4,626 | | | | — | | | | 4,626 | | |
Consumer Finance | | | — | | | | 5,840 | | | | — | | | | 5,840 | | |
Consumer Staples Distribution & Retail | | | 10,039 | | | | 5,177 | | | | — | | | | 15,216 | | |
Electrical Equipment | | | — | | | | 8,910 | | | | — | | | | 8,910 | | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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) | |
Electronic Equipment, Instruments & Components | | $ | — | | | $ | 11,320 | | | $ | — | | | $ | 11,320 | | |
Financial Services | | | — | | | | 7,641 | | | | — | | | | 7,641 | | |
Food Products | | | 7,620 | | | | 12,562 | | | | — | | | | 20,182 | | |
Ground Transportation | | | 7,923 | | | | — | | | | — | | | | 7,923 | | |
Health Care Providers & Services | | | — | | | | 8,255 | | | | — | | | | 8,255 | | |
Hotels, Restaurants & Leisure | | | 2,166 | | | | 2,946 | | | | — | | | | 5,112 | | |
Industrial Conglomerates | | | — | | | | 3,780 | | | | — | | | | 3,780 | | |
Information Technology Services | | | 2,735 | | | | 5,594 | | | | — | | | | 8,329 | | |
Insurance | | | 4,791 | | | | 7,200 | | | | — | | | | 11,991 | | |
Interactive Media & Services | | | — | | | | 15,599 | | | | — | | | | 15,599 | | |
Machinery | | | — | | | | 3,386 | | | | — | | | | 3,386 | | |
Metals & Mining | | | — | | | | 29,951 | | | | — | | | | 29,951 | | |
Oil, Gas & Consumable Fuels | | | — | | | | 28,454 | | | | — | | | | 28,454 | | |
Paper & Forest Products | | | — | | | | 7,442 | | | | — | | | | 7,442 | | |
Personal Care Products | | | — | | | | 3,146 | | | | — | | | | 3,146 | | |
Pharmaceuticals | | | — | | | | 3,267 | | | | — | | | | 3,267 | | |
Real Estate Management & Development | | | — | | | | 4,158 | | | | — | | | | 4,158 | | |
Semiconductors & Semiconductor Equipment | | | 11,464 | | | | 44,070 | | | | — | | | | 55,534 | | |
Specialty Retail | | | — | | | | 8,517 | | | | — | | | | 8,517 | | |
Tech Hardware, Storage & Peripherals | | | — | | | | 27,231 | | | | — | | | | 27,231 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 19,227 | | | | — | | | | 19,227 | | |
Total Common Stocks | | | 59,273 | | | | 437,678 | | | | — | | | | 496,951 | | |
Short-Term Investments | |
Investment Company | | | 9,656 | | | | — | | | | — | | | | 9,656 | | |
Total Assets | | | 68,929 | | | | 437,678 | | | | — | | | | 506,607 | | |
Liabilities: | |
Futures Contract | | | (109 | ) | | | — | | | | — | | | | (109 | ) | |
Total | | $ | 68,820 | | | $ | 437,678 | | | $ | — | | | $ | 506,498 | | |
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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
certain circumstances in some countries, and the extent of foreign investments in U.S. 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. Derivative instruments used by the Fund will be counted towards the Fund's exposure in the types of securities listed herein to the extent they have economic characteristics similar to such securities. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser and/or Sub-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:
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.
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, 2023 (unaudited)
Notes to 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, 2023:
| | Liability Derivatives Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Futures Contracts | | Variation Margin on Futures Contracts | | Equity Risk | | $ | (109 | )(a) | |
(a) This amount represents the cumulative appreciation (depreciation) as reported in the Portfolio of Investments. The 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, 2023 in accordance with ASC 815:
Net Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Equity Risk | | Futures Contracts | | $ | 563 | | |
Net Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Equity Risk | | Futures Contracts | | $ | (112 | ) | |
For the six months ended June 30, 2023, the approximate average monthly amount outstanding for each derivative type is as follows:
Futures Contracts: | |
Average monthly notional value | | $ | 19,322,000 | | |
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 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, 2023:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amount Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 6,628 | (a) | | $ | — | | | $ | (6,628 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $85,000, which was subsequently invested in Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $6,930,000 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 borrowings.
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, 2023:
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 | | |
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
6. 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.
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/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 | % | |
Effective April 28, 2023, the Adviser 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 $1.5 billion | | Over $2.5 billion | |
| 0.75 | % | | | 0.70 | % | | | 0.65 | % | |
For the six months ended June 30, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.74% 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. Effective April 28, 2023, the Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses will not exceed 0.99% for Class I shares, 1.35% for Class A shares, 1.85% for Class L shares and 2.10% for Class C 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, 2023, approximately $160,000 of advisory fees were waived and approximately $42,000 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.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $1,000.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $105,469,000 and $116,262,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, advisory fees paid were reduced by approximately $10,000 relating to the Fund's investment in the Liquidity Funds.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | — | | | $ | 74,639 | | | $ | 64,983 | | | $ | 299 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 9,656 | | |
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, 2023, 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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 4,250 | | | $ | 17,250 | | | $ | 11,076 | | | $ | 49,421 | | |
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, 2022.
At December 31, 2022, 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) | |
$ | 5,302 | | | $ | — | | |
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $5,078,000 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
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 78.1%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other
future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 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, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
(This page has been left blank intentionally.)
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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIEMSAN
5842987 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Global Concentrated Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,133.60 | | | $ | 1,019.84 | | | $ | 5.29 | | | $ | 5.01 | | | | 1.00 | % | |
Global Concentrated Portfolio Class A | | | 1,000.00 | | | | 1,131.70 | | | | 1,018.35 | | | | 6.87 | | | | 6.51 | | | | 1.30 | | |
Global Concentrated Portfolio Class C | | | 1,000.00 | | | | 1,127.50 | | | | 1,014.58 | | | | 10.87 | | | | 10.29 | | | | 2.06 | | |
Global Concentrated Portfolio Class R6 | | | 1,000.00 | | | | 1,133.50 | | | | 1,020.08 | | | | 5.03 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Global Concentrated Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.9%) | |
China (11.7%) | |
NetEase, Inc. ADR | | | 64,369 | | | $ | 6,224 | | |
Tencent Holdings Ltd. ADR | | | 141,382 | | | | 6,007 | | |
| | | 12,231 | | |
France (8.8%) | |
LVMH Moet Hennessy Louis Vuitton SE ADR | | | 48,596 | | | | 9,177 | | |
India (6.8%) | |
HDFC Bank Ltd. ADR | | | 102,079 | | | | 7,115 | | |
Ireland (5.9%) | |
CRH PLC ADR | | | 111,117 | | | | 6,192 | | |
Italy (8.3%) | |
Ferrari NV | | | 26,633 | | | | 8,661 | | |
Japan (1.8%) | |
Mitsui & Co. Ltd. ADR | | | 2,500 | | | | 1,889 | | |
Taiwan (6.0%) | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | 62,402 | | | | 6,298 | | |
United States (49.6%) | |
Ameriprise Financial, Inc. | | | 14,807 | | | | 4,918 | | |
Costco Wholesale Corp. | | | 10,251 | | | | 5,519 | | |
Danaher Corp. | | | 14,228 | | | | 3,415 | | |
Edwards Lifesciences Corp. (a) | | | 15,533 | | | | 1,465 | | |
JPMorgan Chase & Co. | | | 15,178 | | | | 2,208 | | |
Mastercard, Inc., Class A | | | 12,297 | | | | 4,836 | | |
Microsoft Corp. | | | 28,973 | | | | 9,867 | | |
NextEra Energy, Inc. | | | 69,499 | | | | 5,157 | | |
Pool Corp. | | | 9,692 | | | | 3,631 | | |
United Rentals, Inc. | | | 12,128 | | | | 5,401 | | |
Waste Management, Inc. | | | 31,224 | | | | 5,415 | | |
| | | 51,832 | | |
Total Common Stocks (Cost $85,761) | | | 103,395 | | |
Short-Term Investment (1.1%) | |
Investment Company (1.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $1,137) | | | 1,136,642 | | | | 1,137 | | |
Total Investments (100.0%) (Cost $86,898) (b) | | | 104,532 | | |
Liabilities in Excess of Other Assets (0.0)%)‡ | | | (8 | ) | |
Net Assets (100.0%) | | $ | 104,524 | | |
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.
‡ Amount is less than 0.05%.
(a) Non-income producing security.
(b) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $18,692,000 and the aggregate gross unrealized depreciation is approximately $1,058,000, resulting in net unrealized appreciation of approximately $17,634,000.
ADR American Depositary Receipt.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 23.5 | % | |
Software | | | 9.4 | | |
Banks | | | 8.9 | | |
Textiles, Apparel & Luxury Goods | | | 8.8 | | |
Automobiles | | | 8.3 | | |
Trading Companies & Distributors | | | 7.0 | | |
Semiconductors & Semiconductor Equipment | | | 6.0 | | |
Entertainment | | | 6.0 | | |
Construction Materials | | | 5.9 | | |
Interactive Media & Services | | | 5.7 | | |
Consumer Staples Distribution & Retail | | | 5.3 | | |
Commercial Services & Supplies | | | 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 financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Global Concentrated Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $85,761) | | $ | 103,395 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $1,137) | | | 1,137 | | |
Total Investments in Securities, at Value (Cost $86,898) | | | 104,532 | | |
Receivable for Fund Shares Sold | | | 152 | | |
Dividends Receivable | | | 26 | | |
Tax Reclaim Receivable | | | 10 | | |
Receivable from Affiliate | | | 3 | | |
Other Assets | | | 73 | | |
Total Assets | | | 104,796 | | |
Liabilities: | |
Payable for Advisory Fees | | | 157 | | |
Payable for Professional Fees | | | 39 | | |
Payable for Fund Shares Redeemed | | | 26 | | |
Payable for Administration Fees | | | 7 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 4 | | |
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 Custodian Fees | | | — | @ | |
Other Liabilities | | | 31 | | |
Total Liabilities | | | 272 | | |
Net Assets | | $ | 104,524 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 100,012 | | |
Total Distributable Earnings | | | 4,512 | | |
Net Assets | | $ | 104,524 | | |
CLASS I: | |
Net Assets | | $ | 91,868 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,388,303 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.05 | | |
CLASS A: | |
Net Assets | | $ | 7,378 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 438,121 | | |
Net Asset Value, Redemption Price Per Share | | $ | 16.84 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.93 | | |
Maximum Offering Price Per Share | | $ | 17.77 | | |
CLASS C: | |
Net Assets | | $ | 5,267 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 325,495 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 16.18 | | |
CLASS R6: | |
Net Assets | | $ | 11 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 626 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.07 | | |
@ 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, 2023 (unaudited)
Global Concentrated Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $34 of Foreign Taxes Withheld) | | $ | 845 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 19 | | |
Total Investment Income | | | 864 | | |
Expenses: | |
Advisory Fees (Note B) | | | 377 | | |
Professional Fees | | | 68 | | |
Administration Fees (Note C) | | | 40 | | |
Shareholder Services Fees — Class A (Note D) | | | 9 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 25 | | |
Sub Transfer Agency Fees — Class I | | | 18 | | |
Sub Transfer Agency Fees — Class A | | | 2 | | |
Sub Transfer Agency Fees — Class C | | | 2 | | |
Registration Fees | | | 20 | | |
Shareholder Reporting Fees | | | 17 | | |
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 | | |
Custodian Fees (Note F) | | | 3 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 7 | | |
Total Expenses | | | 596 | | |
Waiver of Advisory Fees (Note B) | | | (56 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6 (Note B) | | | (1 | ) | |
Net Expenses | | | 538 | | |
Net Investment Income | | | 326 | | |
Realized Loss: | |
Investments Sold | | | (7,019 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 17,123 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 10,104 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 10,430 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Global Concentrated Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 326 | | | $ | 100 | | |
Net Realized Loss | | | (7,019 | ) | | | (5,133 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 17,123 | | | | (20,991 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 10,430 | | | | (26,024 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (162 | ) | |
Class A | | | — | | | | (1 | ) | |
Class C | | | — | | | | (1 | ) | |
Class R6* | | | — | | | | (— | @) | |
Paid-in-Capital: | |
Class I | | | — | | | | (52 | ) | |
Class A | | | — | | | | — | | |
Class C | | | — | | �� | | — | | |
Class R6* | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (216 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 33,033 | | | | 23,023 | | |
Distributions Reinvested | | | — | | | | 214 | | |
Redeemed | | | (20,831 | ) | | | (28,709 | ) | |
Class A: | |
Subscribed | | | 671 | | | | 4,983 | | |
Distributions Reinvested | | | — | | | | 1 | | |
Redeemed | | | (785 | ) | | | (4,562 | ) | |
Class C: | |
Subscribed | | | 366 | | | | 1,582 | | |
Distributions Reinvested | | | — | | | | 1 | | |
Redeemed | | | (770 | ) | | | (2,640 | ) | |
Class R6:* | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (7 | ) | | | (45 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | 11,677 | | | | (6,152 | ) | |
Total Increase (Decrease) in Net Assets | | | 22,107 | | | | (32,392 | ) | |
Net Assets: | |
Beginning of Period | | | 82,417 | | | | 114,809 | | |
End of Period | | $ | 104,524 | | | $ | 82,417 | | |
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Global Concentrated Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 1,968 | | | | 1,436 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 14 | | |
Shares Redeemed | | | (1,282 | ) | | | (1,823 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | 686 | | | | (373 | ) | |
Class A: | |
Shares Subscribed | | | 42 | | | | 321 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (50 | ) | | | (305 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (8 | ) | | | 16 | | |
Class C: | |
Shares Subscribed | | | 23 | | | | 101 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (49 | ) | | | (177 | ) | |
Net Decrease in Class C Shares Outstanding | | | (26 | ) | | | (76 | ) | |
Class R6:* | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (— | @@) | | | (3 | ) | |
Net Decrease in Class R6 Shares Outstanding | | | (— | @@) | | | (3 | ) | |
* 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, 2023
Financial Highlights
Global Concentrated Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 15.04 | | | $ | 19.41 | | | $ | 17.12 | | | $ | 13.86 | | | $ | 10.53 | | | $ | 12.42 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.06 | | | | 0.03 | | | | 0.01 | | | | 0.03 | | | | 0.08 | | | | 0.14 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.95 | | | | (4.36 | ) | | | 3.02 | | | | 3.23 | | | | 3.40 | | | | (1.95 | ) | |
Total from Investment Operations | | | 2.01 | | | | (4.33 | ) | | | 3.03 | | | | 3.26 | | | | 3.48 | | | | (1.81 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.03 | ) | | | — | | | | (0.00 | )(2) | | | (0.15 | ) | | | (0.08 | ) | |
Net Realized Gain | | | — | | | | (0.00 | )(2) | | | (0.74 | ) | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.04 | ) | | | (0.74 | ) | | | (0.00 | )(2) | | | (0.15 | ) | | | (0.08 | ) | |
Net Asset Value, End of Period | | $ | 17.05 | | | $ | 15.04 | | | $ | 19.41 | | | $ | 17.12 | | | $ | 13.86 | | | $ | 10.53 | | |
Total Return(3) | | | 13.36 | %(4) | | | (22.28 | )% | | | 17.83 | % | | | 23.52 | % | | | 33.10 | % | | | (14.61 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 91,868 | | | $ | 70,730 | | | $ | 98,522 | | | $ | 45,946 | | | $ | 14,885 | | | $ | 11,554 | | |
Ratio of Expenses Before Expense Limitation | | | 1.11 | %(5) | | | 1.20 | % | | | 1.17 | % | | | 1.81 | % | | | 1.96 | % | | | 1.90 | % | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(5)(6) | | | 1.00 | %(6) | | | 1.00 | %(6) | | | 0.99 | %(6) | | | 1.00 | %(6) | | | 1.00 | %(6) | |
Ratio of Net Investment Income | | | 0.71 | %(5)(6) | | | 0.20 | %(6) | | | 0.04 | %(6) | | | 0.21 | %(6) | | | 0.64 | %(6) | | | 1.13 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 29 | %(4) | | | 34 | % | | | 33 | % | | | 54 | % | | | 123 | % | | | 94 | % | |
(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) 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, 2023
Financial Highlights
Global Concentrated Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 14.88 | | | $ | 19.20 | | | $ | 17.00 | | | $ | 13.80 | | | $ | 10.49 | | | $ | 12.37 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.03 | | | | (0.01 | ) | | | (0.05 | ) | | | (0.02 | ) | | | 0.04 | | | | 0.11 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.93 | | | | (4.31 | ) | | | 2.99 | | | | 3.22 | | | | 3.38 | | | | (1.95 | ) | |
Total from Investment Operations | | | 1.96 | | | | (4.32 | ) | | | 2.94 | | | | 3.20 | | | | 3.42 | | | | (1.84 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.00 | )(2) | | | (0.11 | ) | | | (0.04 | ) | |
Net Realized Gain | | | — | | | | (0.00 | )(2) | | | (0.74 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.00 | )(2) | | | (0.74 | ) | | | (0.00 | )(2) | | | (0.11 | ) | | | (0.04 | ) | |
Net Asset Value, End of Period | | $ | 16.84 | | | $ | 14.88 | | | $ | 19.20 | | | $ | 17.00 | | | $ | 13.80 | | | $ | 10.49 | | |
Total Return(3) | | | 13.17 | %(4) | | | (22.49 | )% | | | 17.42 | % | | | 23.19 | % | | | 32.64 | % | | | (14.91 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 7,378 | | | $ | 6,631 | | | $ | 8,245 | | | $ | 6,091 | | | $ | 4,009 | | | $ | 2,213 | | |
Ratio of Expenses Before Expense Limitation | | | 1.41 | %(5) | | | 1.49 | % | | | 1.45 | % | | | 2.13 | % | | | 2.29 | % | | | 2.24 | % | |
Ratio of Expenses After Expense Limitation | | | 1.30 | %(5)(6) | | | 1.30 | %(6) | | | 1.30 | %(6) | | | 1.31 | %(6) | | | 1.34 | %(6) | | | 1.35 | %(6) | |
Ratio of Net Investment Income (Loss) | | | 0.42 | %(5)(6) | | | (0.08 | )%(6) | | | (0.29 | )%(6) | | | (0.14 | )%(6) | | | 0.32 | %(6) | | | 0.91 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 29 | %(4) | | | 34 | % | | | 33 | % | | | 54 | % | | | 123 | % | | | 94 | % | |
(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) Not annualized.
(5) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Concentrated Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 14.35 | | | $ | 18.66 | | | $ | 16.66 | | | $ | 13.63 | | | $ | 10.36 | | | $ | 12.27 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | (0.03 | ) | | | (0.13 | ) | | | (0.18 | ) | | | (0.12 | ) | | | (0.06 | ) | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.86 | | | | (4.18 | ) | | | 2.92 | | | | 3.15 | | | | 3.34 | | | | (1.93 | ) | |
Total from Investment Operations | | | 1.83 | | | | (4.31 | ) | | | 2.74 | | | | 3.03 | | | | 3.28 | | | | (1.91 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.00 | )(2) | | | (0.01 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.00 | )(2) | | | (0.74 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.00 | )(2) | | | (0.74 | ) | | | (0.00 | )(2) | | | (0.01 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 16.18 | | | $ | 14.35 | | | $ | 18.66 | | | $ | 16.66 | | | $ | 13.63 | | | $ | 10.36 | | |
Total Return(3) | | | 12.75 | %(4) | | | (23.09 | )% | | | 16.58 | % | | | 22.23 | % | | | 31.69 | % | | | (15.57 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 5,267 | | | $ | 5,040 | | | $ | 7,969 | | | $ | 3,568 | | | $ | 2,704 | | | $ | 2,263 | | |
Ratio of Expenses Before Expense Limitation | | | 2.17 | %(5) | | | 2.24 | % | | | 2.21 | % | | | 2.91 | % | | | 3.06 | % | | | 2.98 | % | |
Ratio of Expenses After Expense Limitation | | | 2.06 | %(5)(6) | | | 2.05 | %(6) | | | 2.06 | %(6) | | | 2.09 | %(6) | | | 2.10 | %(6) | | | 2.09 | %(6) | |
Ratio of Net Investment Income (Loss) | | | (0.34 | )%(5)(6) | | | (0.83 | )%(6) | | | (1.00 | )%(6) | | | (0.91 | )%(6) | | | (0.46 | )%(6) | | | 0.18 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 29 | %(4) | | | 34 | % | | | 33 | % | | | 54 | % | | | 123 | % | | | 94 | % | |
(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) Not annualized.
(5) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Concentrated Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 15.06 | | | $ | 19.44 | | | $ | 17.14 | | | $ | 13.86 | | | $ | 10.53 | | | $ | 12.42 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.06 | | | | 0.03 | | | | 0.04 | | | | 0.03 | | | | 0.09 | | | | 0.16 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.95 | | | | (4.36 | ) | | | 3.00 | | | | 3.25 | | | | 3.40 | | | | (1.97 | ) | |
Total from Investment Operations | | | 2.01 | | | | (4.33 | ) | | | 3.04 | | | | 3.28 | | | | 3.49 | | | | (1.81 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.04 | ) | | | — | | | | (0.00 | )(3) | | | (0.16 | ) | | | (0.08 | ) | |
Net Realized Gain | | | — | | | | (0.00 | )(3) | | | (0.74 | ) | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.05 | ) | | | (0.74 | ) | | | (0.00 | )(3) | | | (0.16 | ) | | | (0.08 | ) | |
Net Asset Value, End of Period | | $ | 17.07 | | | $ | 15.06 | | | $ | 19.44 | | | $ | 17.14 | | | $ | 13.86 | | | $ | 10.53 | | |
Total Return(4) | | | 13.35 | %(5) | | | (22.25 | )% | | | 17.86 | % | | | 23.67 | % | | | 33.16 | % | | | (14.55 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 11 | | | $ | 16 | | | $ | 73 | | | $ | 43 | | | $ | 14 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 15.46 | %(6) | | | 9.89 | % | | | 7.26 | % | | | 9.20 | % | | | 17.68 | % | | | 17.97 | % | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(6)(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | | | 0.95 | %(7) | |
Ratio of Net Investment Income | | | 0.77 | %(6)(7) | | | 0.17 | %(7) | | | 0.21 | %(7) | | | 0.22 | %(7) | | | 0.68 | %(7) | | | 1.27 | %(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 29 | %(5) | | | 34 | % | | | 33 | % | | | 54 | % | | | 123 | % | | | 94 | % | |
(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) 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, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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/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/dealers; (3) fixed income 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. If Morgan Stanley Investment Management Inc. (the "Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | 8,661 | | | $ | — | | | $ | — | | | $ | 8,661 | | |
Banks | | | 9,323 | | | | — | | | | — | | | | 9,323 | | |
Capital Markets | | | 4,918 | | | | — | | | | — | | | | 4,918 | | |
Commercial Services & Supplies | | | 5,415 | | | | — | | | | — | | | | 5,415 | | |
Construction Materials | | | 6,192 | | | | — | | | | — | | | | 6,192 | | |
Consumer Staples Distribution & Retail | | | 5,519 | | | | — | | | | — | | | | 5,519 | | |
Distributors | | | 3,631 | | | | — | | | | — | | | | 3,631 | | |
Electric Utilities | | | 5,157 | | | | — | | | | — | | | | 5,157 | | |
Entertainment | | | 6,224 | | | | — | | | | — | | | | 6,224 | | |
Financial Services | | | 4,836 | | | | — | | | | — | | | | 4,836 | | |
Health Care Equipment & Supplies | | | 1,465 | | | | — | | | | — | | | | 1,465 | | |
Interactive Media & Services | | | 6,007 | | | | — | | | | — | | | | 6,007 | | |
Life Sciences Tools & Services | | | 3,415 | | | | — | | | | — | | | | 3,415 | | |
Semiconductors & Semiconductor Equipment | | | 6,298 | | | | — | | | | — | | | | 6,298 | | |
Software | | | 9,867 | | | | — | | | | — | | | | 9,867 | | |
Textiles, Apparel & Luxury Goods | | | 9,177 | | | | — | | | | — | | | | 9,177 | | |
Trading Companies & Distributors | | | 7,290 | | | | — | | | | — | | | | 7,290 | | |
Total Common Stocks | | | 103,395 | | | | — | | | | — | | | | 103,395 | | |
Short-Term Investment | |
Investment Company | | | 1,137 | | | | — | | | | — | | | | 1,137 | | |
Total Assets | | $ | 104,532 | | | $ | — | | | $ | — | | | $ | 104,532 | | |
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to 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.
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 U.S. 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.
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
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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: 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 ended June 30, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.64% 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 ended June 30, 2023, approximately $56,000 of advisory fees were waived and approximately $1,000 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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.
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.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $39,392,000 and $28,388,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 290 | | | $ | 34,544 | | | $ | 33,697 | | | $ | 19 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 1,137 | | |
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, 2023, 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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Paid-in- Capital (000) | | Long-Term Capital Gain (000) | |
$ | 155 | | | $ | 9 | | | $ | 52 | | | $ | 4,213 | | |
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.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to 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, due to a prior year tax return adjustment, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 129 | | | $ | (129 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $2,710,000 and $1,793,000, 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 95.4%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and
other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 but below 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. 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 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGCNPSAN
5853637 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Global Core Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,130.60 | | | $ | 1,019.89 | | | $ | 5.23 | | | $ | 4.96 | | | | 0.99 | % | |
Global Core Portfolio Class A | | | 1,000.00 | | | | 1,128.40 | | | | 1,018.25 | | | | 6.97 | | | | 6.61 | | | | 1.32 | | |
Global Core Portfolio Class C | | | 1,000.00 | | | | 1,124.00 | | | | 1,014.38 | | | | 11.06 | | | | 10.49 | | | | 2.10 | | |
Global Core Portfolio Class R6 | | | 1,000.00 | | | | 1,130.50 | | | | 1,020.08 | | | | 5.02 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Global Core Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.9%) | |
China (6.8%) | |
Alibaba Group Holding Ltd. ADR (a) | | | 417 | | | $ | 35 | | |
NetEase, Inc. ADR | | | 8,401 | | | | 812 | | |
Tencent Holdings Ltd. ADR | | | 18,353 | | | | 780 | | |
| | | 1,627 | | |
France (5.6%) | |
LVMH Moet Hennessy Louis Vuitton SE | | | 1,413 | | | | 1,332 | | |
India (3.9%) | |
HDFC Bank Ltd. ADR | | | 13,518 | | | | 942 | | |
Ireland (6.3%) | |
CRH PLC ADR | | | 23,358 | | | | 1,302 | | |
Ryanair Holdings PLC ADR (a) | | | 1,812 | | | | 200 | | |
| | | 1,502 | | |
Italy (5.9%) | |
Ferrari NV | | | 4,358 | | | | 1,417 | | |
Japan (3.1%) | |
Mitsui & Co. Ltd. ADR | | | 363 | | | | 274 | | |
Nippon Telegraph & Telephone Corp. ADR | | | 16,079 | | | | 475 | | |
| | | 749 | | |
Taiwan (4.0%) | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | 9,329 | | | | 942 | | |
United Kingdom (3.6%) | |
Diageo PLC ADR | | | 3,047 | | | | 528 | | |
Experian PLC ADR | | | 8,835 | | | | 338 | | |
| | | 866 | | |
United States (58.7%) | |
Ameriprise Financial, Inc. | | | 2,590 | | | | 860 | | |
Apple, Inc. | | | 10,445 | | | | 2,026 | | |
Applied Materials, Inc. | | | 1,111 | | | | 161 | | |
Brown & Brown, Inc. | | | 4,312 | | | | 297 | | |
Chevron Corp. | | | 6,181 | | | | 973 | | |
Danaher Corp. | | | 2,611 | | | | 627 | | |
Dollar General Corp. | | | 327 | | | | 55 | | |
Edwards Lifesciences Corp. (a) | | | 888 | | | | 84 | | |
Essex Property Trust, Inc. REIT | | | 291 | | | | 68 | | |
Estee Lauder Cos., Inc., Class A | | | 1,214 | | | | 238 | | |
Fortune Brands Innovations, Inc. | | | 3,661 | | | | 263 | | |
Home Depot, Inc. | | | 672 | | | | 209 | | |
Jack Henry & Associates, Inc. | | | 462 | | | | 77 | | |
JPMorgan Chase & Co. | | | 4,556 | | | | 663 | | |
Lennar Corp., Class A | | | 1,189 | | | | 149 | | |
Linde PLC | | | 502 | | | | 191 | | |
Lululemon Athletica, Inc. (a) | | | 1,695 | | | | 641 | | |
Masterbrand, Inc. (a) | | | 3,481 | | | | 40 | | |
Mastercard, Inc., Class A | | | 1,497 | | | | 589 | | |
McDonald's Corp. | | | 2,253 | | | | 672 | | |
MGM Resorts International | | | 12,673 | | | | 557 | | |
Microsoft Corp. | | | 5,459 | | | | 1,859 | | |
NextEra Energy, Inc. | | | 7,704 | | | | 572 | | |
Nucor Corp. | | | 810 | | | | 133 | | |
| | Shares | | Value (000) | |
Planet Fitness, Inc., Class A (a) | | | 855 | | | $ | 58 | | |
Pool Corp. | | | 808 | | | | 303 | | |
Progressive Corp. | | | 1,409 | | | | 186 | | |
RH (a) | | | 215 | | | | 71 | | |
SBA Communications Corp. REIT | | | 539 | | | | 125 | | |
Target Corp. | | | 1,244 | | | | 164 | | |
TJX Cos., Inc. | | | 3,004 | | | | 255 | | |
United Rentals, Inc. | | | 1,304 | | | | 581 | | |
Valero Energy Corp. | | | 863 | | | | 101 | | |
Veeva Systems, Inc., Class A (a) | | | 663 | | | | 131 | | |
Waste Management, Inc. | | | 361 | | | | 63 | | |
| | | 14,042 | | |
Total Common Stocks (Cost $17,090) | | | 23,419 | | |
Short-Term Investment (2.2%) | |
Investment Company (2.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $537) | | | 537,191 | | | | 537 | | |
Total Investments (100.1%) (Cost $17,627) (b)(c) | | | 23,956 | | |
Liabilities in Excess of Other Assets (–0.1)% | | | (27 | ) | |
Net Assets (100.0%) | | $ | 23,929 | | |
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, $1,332,000 and 5.6%, 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 Financial Statements.
(c) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $6,508,000 and the aggregate gross unrealized depreciation is approximately $179,000, resulting in net unrealized appreciation of approximately $6,329,000.
ADR American Depositary Receipt.
REIT Real Estate Investment Trust.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 52.1 | % | |
Tech Hardware, Storage & Peripherals | | | 8.4 | | |
Textiles, Apparel & Luxury Goods | | | 8.3 | | |
Software | | | 7.8 | | |
Banks | | | 6.7 | | |
Automobiles | | | 5.9 | | |
Construction Materials | | | 5.5 | | |
Hotels, Restaurants & Leisure | | | 5.3 | | |
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, 2023 (unaudited)
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $17,090) | | $ | 23,419 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $537) | | | 537 | | |
Total Investments in Securities, at Value (Cost $17,627) | | | 23,956 | | |
Cash | | | 6 | | |
Receivable for Investments Sold | | | 93 | | |
Due from Adviser | | | 11 | | |
Dividends Receivable | | | 8 | | |
Receivable from Affiliate | | | 2 | | |
Tax Reclaim Receivable | | | 1 | | |
Other Assets | | | 65 | | |
Total Assets | | | 24,142 | | |
Liabilities: | |
Payable for Investments Purchased | | | 163 | | |
Payable for Professional Fees | | | 33 | | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 2 | | |
Payable for Administration Fees | | | 2 | | |
Payable for Custodian Fees | | | 2 | | |
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 Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Other Liabilities | | | 9 | | |
Total Liabilities | | | 213 | | |
Net Assets | | $ | 23,929 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 19,200 | | |
Total Distributable Earnings | | | 4,729 | | |
Net Assets | | $ | 23,929 | | |
CLASS I: | |
Net Assets | | $ | 16,866 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,030,791 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 16.36 | | |
CLASS A: | |
Net Assets | | $ | 4,604 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 284,571 | | |
Net Asset Value, Redemption Price Per Share | | $ | 16.18 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.90 | | |
Maximum Offering Price Per Share | | $ | 17.08 | | |
CLASS C: | |
Net Assets | | $ | 2,442 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 157,506 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.50 | | |
CLASS R6: | |
Net Assets | | $ | 17 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,057 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 16.37 | | |
@ 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, 2023 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $5 of Foreign Taxes Withheld) | | $ | 193 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 9 | | |
Total Investment Income | | | 202 | | |
Expenses: | |
Advisory Fees (Note B) | | | 83 | | |
Professional Fees | | | 71 | | |
Registration Fees | | | 22 | | |
Shareholder Services Fees — Class A (Note D) | | | 5 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 12 | | |
Administration Fees (Note C) | | | 9 | | |
Shareholder Reporting Fees | | | 8 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
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 | | |
Custodian Fees (Note F) | | | 2 | | |
Directors' Fees and Expenses | | | 1 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 5 | | |
Total Expenses | | | 228 | | |
Waiver of Advisory Fees (Note B) | | | (83 | ) | |
Expenses Reimbursed by Adviser (Note B) | | | (15 | ) | |
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 | | | 129 | | |
Net Investment Income | | | 73 | | |
Realized Loss: | |
Investments Sold | | | (1,282 | ) | |
Foreign Currency Translation | | | — | @ | |
Net Realized Loss | | | (1,282 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 3,903 | | |
Foreign Currency Translation | | | — | @ | |
Net Change in Unrealized Appreciation (Depreciation) | | | 3,903 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 2,621 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 2,694 | | |
@ 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, 2023
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 73 | | | $ | 55 | | |
Net Realized Loss | | | (1,282 | ) | | | (254 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 3,903 | | | | (4,498 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 2,694 | | | | (4,697 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (49 | ) | |
Class A | | | — | | | | (4 | ) | |
Class R6* | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (53 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 1,311 | | | | 4,339 | | |
Distributions Reinvested | | | — | | | | 49 | | |
Redeemed | | | (673 | ) | | | (4,526 | ) | |
Class A: | |
Subscribed | | | 394 | | | | 2,214 | | |
Distributions Reinvested | | | — | | | | 4 | | |
Redeemed | | | (285 | ) | | | (339 | ) | |
Class C: | |
Subscribed | | | 215 | | | | 982 | | |
Redeemed | | | (230 | ) | | | (1,102 | ) | |
Class R6:* | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | — | | | | (9 | ) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 732 | | | | 1,612 | | |
Total Increase (Decrease) in Net Assets | | | 3,426 | | | | (3,138 | ) | |
Net Assets: | |
Beginning of Period | | | 20,503 | | | | 23,641 | | |
End of Period | | $ | 23,929 | | | $ | 20,503 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 84 | | | | 277 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3 | | |
Shares Redeemed | | | (43 | ) | | | (292 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | 41 | | | | (12 | ) | |
Class A: | |
Shares Subscribed | | | 26 | | | | 151 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (19 | ) | | | (23 | ) | |
Net Increase in Class A Shares Outstanding | | | 7 | | | | 128 | | |
Class C: | |
Shares Subscribed | | | 15 | | | | 68 | | |
Shares Redeemed | | | (16 | ) | | | (77 | ) | |
Net Decrease in Class C Shares Outstanding | | | (1 | ) | | | (9 | ) | |
Class R6:* | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | — | | | | (1 | ) | |
Net Decrease in Class R6 Shares Outstanding | | | — | | | | (1 | ) | |
* 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, 2023
Financial Highlights
Global Core Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 14.47 | | | $ | 18.01 | | | $ | 15.99 | | | $ | 13.19 | | | $ | 10.15 | | | $ | 12.20 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.06 | | | | 0.07 | | | | 0.01 | | | | 0.02 | | | | 0.07 | | | | 0.12 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.83 | | | | (3.56 | ) | | | 2.78 | | | | 2.78 | | | | 3.07 | | | | (2.09 | ) | |
Total from Investment Operations | | | 1.89 | | | | (3.49 | ) | | | 2.79 | | | | 2.80 | | | | 3.14 | | | | (1.97 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.05 | ) | | | — | | | | — | | | | (0.09 | ) | | | (0.08 | ) | |
Net Realized Gain | | | — | | | | — | | | | (0.77 | ) | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | |
Total Distributions | | | — | | | | (0.05 | ) | | | (0.77 | ) | | | — | | | | (0.10 | ) | | | (0.08 | ) | |
Net Asset Value, End of Period | | $ | 16.36 | | | $ | 14.47 | | | $ | 18.01 | | | $ | 15.99 | | | $ | 13.19 | | | $ | 10.15 | | |
Total Return(2) | | | 13.06 | %(3) | | | (19.37 | )% | | | 17.63 | % | | | 21.23 | % | | | 30.96 | % | | | (16.15 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 16,866 | | | $ | 14,324 | | | $ | 18,041 | | | $ | 9,849 | | | $ | 8,157 | | | $ | 6,738 | | |
Ratio of Expenses Before Expense Limitation | | | 1.87 | %(4) | | | 2.25 | % | | | 2.13 | % | | | 2.93 | % | | | 2.73 | % | | | 2.53 | % | |
Ratio of Expenses After Expense Limitation | | | 0.99 | %(4)(5) | | | 0.99 | %(5) | | | 0.99 | %(5) | | | 0.99 | %(5) | | | 0.98 | %(5) | | | 1.00 | %(5) | |
Ratio of Net Investment Income | | | 0.85 | %(4)(5) | | | 0.48 | %(5) | | | 0.06 | %(5) | | | 0.18 | %(5) | | | 0.61 | %(5) | | | 0.97 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 6 | %(3) | | | 17 | % | | | 23 | % | | | 30 | % | | | 61 | % | | | 50 | % | |
(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) Not annualized.
(4) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Core Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 14.33 | | | $ | 17.85 | | | $ | 15.92 | | | $ | 13.17 | | | $ | 10.15 | | | $ | 12.18 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.04 | | | | 0.01 | | | | (0.05 | ) | | | (0.02 | ) | | | 0.03 | | | | 0.07 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.81 | | | | (3.52 | ) | | | 2.75 | | | | 2.77 | | | | 3.05 | | | | (2.07 | ) | |
Total from Investment Operations | | | 1.85 | | | | (3.51 | ) | | | 2.70 | | | | 2.75 | | | | 3.08 | | | | (2.00 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | — | | | | — | | | | (0.05 | ) | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | — | | | | (0.77 | ) | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | |
Total Distributions | | | — | | | | (0.01 | ) | | | (0.77 | ) | | | — | | | | (0.06 | ) | | | (0.03 | ) | |
Net Asset Value, End of Period | | $ | 16.18 | | | $ | 14.33 | | | $ | 17.85 | | | $ | 15.92 | | | $ | 13.17 | | | $ | 10.15 | | |
Total Return(2) | | | 12.84 | %(3) | | | (19.64 | )% | | | 17.14 | % | | | 20.88 | % | | | 30.36 | % | | | (16.41 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,604 | | | $ | 3,978 | | | $ | 2,678 | | | $ | 1,869 | | | $ | 2,186 | | | $ | 1,320 | | |
Ratio of Expenses Before Expense Limitation | | | 2.20 | %(4) | | | 2.60 | % | | | 2.51 | % | | | 3.32 | % | | | 3.12 | % | | | 2.89 | % | |
Ratio of Expenses After Expense Limitation | | | 1.32 | %(4)(5) | | | 1.35 | %(5) | | | 1.35 | %(5) | | | 1.35 | %(5) | | | 1.35 | %(5) | | | 1.35 | %(5) | |
Ratio of Net Investment Income (Loss) | | | 0.51 | %(4)(5) | | | 0.09 | %(5) | | | (0.31 | )%(5) | | | (0.18 | )%(5) | | | 0.26 | %(5) | | | 0.62 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 6 | %(3) | | | 17 | % | | | 23 | % | | | 30 | % | | | 61 | % | | | 50 | % | |
(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) Not annualized.
(4) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Core Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 13.79 | | | $ | 17.29 | | | $ | 15.55 | | | $ | 12.97 | | | $ | 10.02 | | | $ | 12.08 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(1) | | | (0.02 | ) | | | (0.09 | ) | | | (0.18 | ) | | | (0.12 | ) | | | (0.05 | ) | | | (0.01 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 1.73 | | | | (3.41 | ) | | | 2.69 | | | | 2.70 | | | | 3.00 | | | | (2.05 | ) | |
Total from Investment Operations | | | 1.71 | | | | (3.50 | ) | | | 2.51 | | | | 2.58 | | | | 2.95 | | | | (2.06 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | — | | | | (0.77 | ) | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 15.50 | | | $ | 13.79 | | | $ | 17.29 | | | $ | 15.55 | | | $ | 12.97 | | | $ | 10.02 | | |
Total Return(2) | | | 12.40 | %(3) | | | (20.24 | )% | | | 16.32 | % | | | 19.89 | % | | | 29.44 | % | | | (17.05 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,442 | | | $ | 2,186 | | | $ | 2,893 | | | $ | 1,998 | | | $ | 1,448 | | | $ | 1,311 | | |
Ratio of Expenses Before Expense Limitation | | | 3.00 | %(4) | | | 3.38 | % | | | 3.25 | % | | | 4.11 | % | | | 3.92 | % | | | 3.66 | % | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(4)(5) | | | 2.10 | %(5) | | | 2.10 | %(5) | | | 2.10 | %(5) | | | 2.10 | %(5) | | | 2.10 | %(5) | |
Ratio of Net Investment Loss | | | (0.27 | )%(4)(5) | | | (0.65 | )%(5) | | | (1.06 | )%(5) | | | (0.94 | )%(5) | | | (0.45 | )%(5) | | | (0.05 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 6 | %(3) | | | 17 | % | | | 23 | % | | | 30 | % | | | 61 | % | | | 50 | % | |
(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) Not annualized.
(4) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Core Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 14.48 | | | $ | 18.01 | | | $ | 15.99 | | | $ | 13.18 | | | $ | 10.15 | | | $ | 12.20 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.07 | | | | 0.08 | | | | 0.02 | | | | 0.03 | | | | 0.07 | | | | 0.13 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.82 | | | | (3.55 | ) | | | 2.77 | | | | 2.78 | | | | 3.06 | | | | (2.09 | ) | |
Total from Investment Operations | | | 1.89 | | | | (3.47 | ) | | | 2.79 | | | | 2.81 | | | | 3.13 | | | | (1.96 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.06 | ) | | | — | | | | — | | | | (0.09 | ) | | | (0.09 | ) | |
Net Realized Gain | | | — | | | | — | | | | (0.77 | ) | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | |
Total Distributions | | | — | | | | (0.06 | ) | | | (0.77 | ) | | | — | | | | (0.10 | ) | | | (0.09 | ) | |
Net Asset Value, End of Period | | $ | 16.37 | | | $ | 14.48 | | | $ | 18.01 | | | $ | 15.99 | | | $ | 13.18 | | | $ | 10.15 | | |
Total Return(3) | | | 13.05 | %(4) | | | (19.28 | )% | | | 17.55 | % | | | 21.40 | % | | | 30.90 | % | | | (16.10 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 17 | | | $ | 15 | | | $ | 29 | | | $ | 16 | | | $ | 13 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 15.25 | %(5) | | | 15.01 | % | | | 13.09 | % | | | 18.19 | % | | | 18.98 | % | | | 19.09 | % | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(6) | | | 0.95 | %(6) | | | 0.95 | %(6) | | | 0.95 | %(6) | | | 0.95 | %(6) | | | 0.95 | %(6) | |
Ratio of Net Investment Income | | | 0.88 | %(5)(6) | | | 0.49 | %(6) | | | 0.10 | %(6) | | | 0.22 | %(6) | | | 0.63 | %(6) | | | 1.06 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 6 | %(4) | | | 17 | % | | | 23 | % | | | 30 | % | | | 61 | % | | | 50 | % | |
(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) 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.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of the close of the NYSE; and (6) investments in mutual funds, including
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | 1,417 | | | $ | — | | | $ | — | | | $ | 1,417 | | |
Banks | | | 1,605 | | | | — | | | | — | | | | 1,605 | | |
Beverages | | | 528 | | | | — | | | | — | | | | 528 | | |
Broadline Retail | | | 35 | | | | — | | | | — | | | | 35 | | |
Building Products | | | 303 | | | | — | | | | — | | | | 303 | | |
Capital Markets | | | 860 | | | | — | | | | — | | | | 860 | | |
Chemicals | | | 191 | | | | — | | | | — | | | | 191 | | |
Commercial Services & Supplies | | | 63 | | | | — | | | | — | | | | 63 | | |
Construction Materials | | | 1,302 | | | | — | | | | — | | | | 1,302 | | |
Consumer Staples Distribution & Retail | | | 219 | | | | — | | | | — | | | | 219 | | |
Distributors | | | 303 | | | | — | | | | — | | | | 303 | | |
Diversified Telecommunication Services | | | 475 | | | | — | | | | — | | | | 475 | | |
Electric Utilities | | | 572 | | | | — | | | | — | | | | 572 | | |
Entertainment | | | 812 | | | | — | | | | — | | | | 812 | | |
Financial Services | | | 666 | | | | — | | | | — | | | | 666 | | |
Health Care Equipment & Supplies | | | 84 | | | | — | | | | — | | | | 84 | | |
Health Care Technology | | | 131 | | | | — | | | | — | | | | 131 | | |
Hotels, Restaurants & Leisure | | | 1,287 | | | | — | | | | — | | | | 1,287 | | |
Household Durables | | | 149 | | | | — | | | | — | | | | 149 | | |
Insurance | | | 483 | | | | — | | | | — | | | | 483 | | |
Interactive Media & Services | | | 780 | | | | — | | | | — | | | | 780 | | |
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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) | |
Life Sciences Tools & Services | | $ | 627 | | | $ | — | | | $ | — | | | $ | 627 | | |
Metals & Mining | | | 133 | | | | — | | | | — | | | | 133 | | |
Oil, Gas & Consumable Fuels | | | 1,074 | | | | — | | | | — | | | | 1,074 | | |
Passenger Airlines | | | 200 | | | | — | | | | — | | | | 200 | | |
Personal Care Products | | | 238 | | | | — | | | | — | | | | 238 | | |
Professional Services | | | 338 | | | | — | | | | — | | | | 338 | | |
Residential REITs | | | 68 | | | | — | | | | — | | | | 68 | | |
Semiconductors & Semiconductor Equipment | | | 1,103 | | | | — | | | | — | | | | 1,103 | | |
Software | | | 1,859 | | | | — | | | | — | | | | 1,859 | | |
Specialized REITs | | | 125 | | | | — | | | | — | | | | 125 | | |
Specialty Retail | | | 535 | | | | — | | | | — | | | | 535 | | |
Tech Hardware, Storage & Peripherals | | | 2,026 | | | | — | | | | — | | | | 2,026 | | |
Textiles, Apparel & Luxury Goods | | | 641 | | | | 1,332 | | | | — | | | | 1,973 | | |
Trading Companies & Distributors | | | 855 | | | | — | | | | — | | | | 855 | | |
Total Common Stocks | | | 22,087 | | | | 1,332 | | | | — | | | | 23,419 | | |
Short-Term Investment | |
Investment Company | | | 537 | | | | — | | | | — | | | | 537 | | |
Total Assets | | $ | 22,624 | | | $ | 1,332 | | | $ | — | | | $ | 23,956 | | |
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 U.S. 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, 2023 (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. 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, 2023, 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, 2023, approximately $83,000 of advisory fees were waived and approximately $16,000 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.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $2,044,000 and $1,411,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 726 | | | $ | 2,033 | | | $ | 2,222 | | | $ | 9 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 537 | | |
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, 2023, 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, 2023 (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, 2022, 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Paid-in- Capital (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 51 | | | $ | — | | | $ | 2 | | | $ | — | | | $ | 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 a distribution in excess of current earnings, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 1 | | | $ | (1 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $149,000 and $110,000, 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 62.3%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 but below 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. 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 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGCPSAN
5853654 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Global Endurance Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,614.70 | | | $ | 1,019.84 | | | $ | 6.48 | | | $ | 5.01 | | | | 1.00 | % | |
Global Endurance Portfolio Class A | | | 1,000.00 | | | | 1,612.10 | | | | 1,018.15 | | | | 8.68 | | | | 6.71 | | | | 1.34 | | |
Global Endurance Portfolio Class C | | | 1,000.00 | | | | 1,604.90 | | | | 1,014.38 | | | | 13.56 | | | | 10.49 | | | | 2.10 | | |
Global Endurance Portfolio Class R6 | | | 1,000.00 | | | | 1,615.10 | | | | 1,020.08 | | | | 6.16 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Global Endurance Portfolio
| | Shares | | Value (000) | |
Common Stocks (99.0%) | |
Canada (2.8%) | |
Canadian National Railway Co. | | | 9,979 | | | $ | 1,208 | | |
France (3.8%) | |
Eurofins Scientific SE | | | 22,747 | | | | 1,445 | | |
Safran SA | | | 1,549 | | | | 243 | | |
| | | 1,688 | | |
Israel (6.7%) | |
Global-e Online Ltd. (a) | | | 71,713 | | | | 2,936 | | |
Netherlands (5.0%) | |
Basic-Fit NV (a)(b) | | | 37,685 | | | | 1,441 | | |
Heineken NV | | | 7,423 | | | | 763 | | |
| | | 2,204 | | |
United Kingdom (10.1%) | |
Babcock International Group PLC (a) | | | 305,972 | | | | 1,099 | | |
Victoria PLC (a)(b) | | | 376,307 | | | | 2,819 | | |
Vistry Group PLC | | | 62,481 | | | | 525 | | |
| | | 4,443 | | |
United States (70.6%) | |
Advance Auto Parts, Inc. | | | 7,200 | | | | 506 | | |
Alphabet, Inc., Class A (a) | | | 12,128 | | | | 1,452 | | |
Amazon.com, Inc. (a) | | | 13,506 | | | | 1,761 | | |
Appian Corp., Class A (a) | | | 44,041 | | | | 2,096 | | |
Arbutus Biopharma Corp. (a) | | | 111,655 | | | | 257 | | |
Bills Holdings, Inc. (a) | | | 17,474 | | | | 2,042 | | |
Carvana Co. (a) | | | 155,588 | | | | 4,033 | | |
Cricut, Inc., Class A (b) | | | 302,389 | | | | 3,689 | | |
Dollar General Corp. | | | 10,331 | | | | 1,754 | | |
Fastly, Inc., Class A (a) | | | 131,824 | | | | 2,079 | | |
Floor & Decor Holdings, Inc., Class A (a) | | | 22,467 | | | | 2,336 | | |
HubSpot, Inc. (a) | | | 3,308 | | | | 1,760 | | |
Lithia Motors, Inc., Class A | | | 2,806 | | | | 853 | | |
Meta Platforms, Inc., Class A (a) | | | 3,629 | | | | 1,041 | | |
ProKidney Corp. (a) | | | 15,501 | | | | 173 | | |
Roivant Sciences Ltd. (a) | | | 73,506 | | | | 741 | | |
Royalty Pharma PLC, Class A | | | 48,033 | | | | 1,477 | | |
Tesla, Inc. (a) | | | 3,437 | | | | 900 | | |
Toast, Inc., Class A (a) | | | 67,685 | | | | 1,528 | | |
UnitedHealth Group, Inc. | | | 1,239 | | | | 595 | | |
| | | 31,073 | | |
Total Common Stocks (Cost $49,565) | | | 43,552 | | |
Short-Term Investments (13.5%) | |
Investment Company (2.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $907) | | | 906,780 | | | | 907 | | |
Securities held as Collateral on Loaned Securities (11.4%) | |
Investment Company (10.5%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 4,643,624 | | | | 4,644 | | |
| | Face Amount (000) | | Value (000) | |
Repurchase Agreements (0.9%) | |
Citigroup, Inc., (5.00%, dated 6/30/23, due 7/3/23; proceeds $81; fully collateralized by U.S. Government obligations; 0.00% due 7/27/23 - 8/10/23; valued at $82) | | $ | 81 | | | $ | 81 | | |
HSBC Securities USA, Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $172; fully collateralized by U.S. Government obligations; 0.00% due 8/15/23 - 11/15/25; valued at $175) | | | 172 | | | | 172 | | |
Merrill Lynch & Co., Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $137; fully collateralized by a U.S. Government obligation; 1.63% due 10/15/27; valued at $140) | | | 137 | | | | 137 | | |
| | | 390 | | |
Total Securities held as Collateral on Loaned Securities (Cost $5,034) | | | 5,034 | | |
Total Short-Term Investments (Cost $5,941) | | | 5,941 | | |
Total Investments (112.5%) (Cost $55,506) Including $4,692 of Securities Loaned (c)(d) | | | 49,493 | | |
Liabilities in Excess of Other Assets (–12.5%) | | | (5,489 | ) | |
Net Assets (100.0%) | | $ | 44,004 | | |
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, 2023.
(c) The approximate fair value and percentage of net assets, $8,335,000 and 18.9%, 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 Financial Statements.
(d) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $3,260,000 and the aggregate gross unrealized depreciation is approximately $9,273,000, resulting in net unrealized depreciation of approximately $6,013,000.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments (cont'd)
Global Endurance Portfolio
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 37.3 | % | |
Specialty Retail | | | 17.4 | | |
Household Durables | | | 15.8 | | |
Software | | | 13.3 | | |
Broadline Retail | | | 10.6 | | |
Interactive Media & Services | | | 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, 2023.
** 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, 2023 (unaudited)
Global Endurance Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $49,955) | | $ | 43,942 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $5,551) | | | 5,551 | | |
Total Investments in Securities, at Value (Cost $55,506) | | | 49,493 | | |
Foreign Currency, at Value (Cost $2) | | | 2 | | |
Dividends Receivable | | | 302 | | |
Receivable for Fund Shares Sold | | | 51 | | |
Receivable from Securities Lending Income | | | 36 | | |
Receivable from Affiliate | | | 6 | | |
Other Assets | | | 48 | | |
Total Assets | | | 49,938 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 5,034 | | |
Payable for Investments Purchased | | | 828 | | |
Payable for Professional Fees | | | 37 | | |
Payable for Advisory Fees | | | 13 | | |
Payable for Custodian Fees | | | 4 | | |
Payable for Administration Fees | | | 3 | | |
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 Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 1 | | |
Payable for Fund Shares Redeemed | | | 1 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Other Liabilities | | | 10 | | |
Total Liabilities | | | 5,934 | | |
Net Assets | | $ | 44,004 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 92,531 | | |
Total Accumulated Loss | | | (48,527 | ) | |
Net Assets | | $ | 44,004 | | |
CLASS I: | |
Net Assets | | $ | 35,668 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,357,827 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.13 | | |
CLASS A: | |
Net Assets | | $ | 7,593 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 510,221 | | |
Net Asset Value, Redemption Price Per Share | | $ | 14.88 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.82 | | |
Maximum Offering Price Per Share | | $ | 15.70 | | |
CLASS C: | |
Net Assets | | $ | 726 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 50,474 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.39 | | |
CLASS R6: | |
Net Assets | | $ | 17 | | |
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 | | $ | 15.15 | | |
(1) Including: Securities on Loan, at Value: | | $ | 4,692 | | |
@ 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, 2023 (unaudited)
Global Endurance Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $4 of Foreign Taxes Withheld) | | $ | 446 | | |
Income from Securities Loaned — Net | | | 390 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 17 | | |
Total Investment Income | | | 853 | | |
Expenses: | |
Advisory Fees (Note B) | | | 122 | | |
Professional Fees | | | 68 | | |
Registration Fees | | | 25 | | |
Administration Fees (Note C) | | | 12 | | |
Transfer Agency Fees — Class I (Note E) | | | 5 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 1 | | |
Shareholder Reporting Fees | | | 8 | | |
Shareholder Services Fees — Class A (Note D) | | | 5 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 3 | | |
Sub Transfer Agency Fees — Class I | | | 6 | | |
Sub Transfer Agency Fees — Class A | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Custodian Fees (Note F) | | | 5 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 8 | | |
Total Expenses | | | 275 | | |
Waiver of Advisory Fees (Note B) | | | (106 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (5 | ) | |
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 | | | 161 | | |
Net Investment Income | | | 692 | | |
Realized Gain (Loss): | |
Investments Sold | | | 308 | | |
Foreign Currency Translation | | | (2 | ) | |
Net Realized Gain | | | 306 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 13,341 | | |
Foreign Currency Translation | | | — | @ | |
Net Change in Unrealized Appreciation (Depreciation) | | | 13,341 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 13,647 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 14,339 | | |
@ 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, 2023
Global Endurance Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 692 | | | $ | (380 | ) | |
Net Realized Gain (Loss) | | | 306 | | | | (40,278 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 13,341 | | | | (12,509 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 14,339 | | | | (53,167 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 7,625 | | | | 15,697 | | |
Redeemed | | | (1,220 | ) | | | (21,483 | ) | |
Class A: | |
Subscribed | | | 3,769 | | | | 4,361 | | |
Redeemed | | | (1,009 | ) | | | (2,038 | ) | |
Class C: | |
Subscribed | | | 34 | | | | 331 | | |
Redeemed | | | (113 | ) | | | (417 | ) | |
Class R6:* | |
Subscribed | | | — | | | | 2 | | |
Redeemed | | | (2 | ) | | | — | | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | 9,084 | | | | (3,547 | ) | |
Total Increase (Decrease) in Net Assets | | | 23,423 | | | | (56,714 | ) | |
Net Assets: | |
Beginning of Period | | | 20,581 | | | | 77,295 | | |
End of Period | | $ | 44,004 | | | $ | 20,581 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 631 | | | | 899 | | |
Shares Redeemed | | | (104 | ) | | | (1,608 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | 527 | | | | (709 | ) | |
Class A: | |
Shares Subscribed | | | 277 | | | | 237 | | |
Shares Redeemed | | | (81 | ) | | | (114 | ) | |
Net Increase in Class A Shares Outstanding | | | 196 | | | | 123 | | |
Class C: | |
Shares Subscribed | | | 4 | | | | 25 | | |
Shares Redeemed | | | (11 | ) | | | (25 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (7 | ) | | | — | @@ | |
Class R6:* | |
Shares Subscribed | | | — | | | | — | @@ | |
Shares Redeemed | | | (— | @@) | | | — | | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | (— | @@) | | | — | @@ | |
* 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, 2023
Financial Highlights
Global Endurance Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period Ended | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 9.37 | | | $ | 27.75 | | | $ | 26.51 | | | $ | 13.03 | | | $ | 9.98 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.28 | | | | (0.13 | ) | | | (0.28 | ) | | | (0.09 | ) | | | (0.05 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | 5.48 | | | | (18.25 | ) | | | 2.82 | | | | 14.41 | | | | 3.10 | | | | (0.02 | ) | |
Total from Investment Operations | | | 5.76 | | | | (18.38 | ) | | | 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 | | $ | 15.13 | | | $ | 9.37 | | | $ | 27.75 | | | $ | 26.51 | | | $ | 13.03 | | | $ | 9.98 | | |
Total Return(4) | | | 61.47 | %(5) | | | (66.23 | )% | | | 9.59 | % | | | 110.03 | % | | | 30.30 | % | | | 0.00 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 35,668 | | | $ | 17,152 | | | $ | 70,478 | | | $ | 7,854 | | | $ | 2,757 | | | $ | 2,017 | | |
Ratio of Expenses Before Expense Limitation | | | 1.73 | %(6) | | | 1.67 | % | | | 1.34 | % | | | 5.12 | % | | | 14.17 | % | | | 913.94 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(6)(7) | | | 1.00 | %(7) | | | 0.99 | %(7) | | | 1.00 | %(7) | | | 1.00 | %(7) | | | 1.00 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.00 | %(7) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 4.61 | %(6)(7) | | | (0.87 | )%(7) | | | (0.85 | )%(7) | | | (0.52 | )%(7) | | | (0.42 | )%(7) | | | (1.00 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | N/A | | |
Portfolio Turnover Rate | | | 32 | %(5) | | | 67 | % | | | 75 | % | | | 46 | % | | | 74 | % | | | 0 | %(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 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.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Endurance Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period Ended | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 9.23 | | | $ | 27.45 | | | $ | 26.33 | | | $ | 12.99 | | | $ | 9.98 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.25 | | | | (0.17 | ) | | | (0.38 | ) | | | (0.19 | ) | | | (0.09 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | 5.40 | | | | (18.05 | ) | | | 2.80 | | | | 14.34 | | | | 3.10 | | | | (0.02 | ) | |
Total from Investment Operations | | | 5.65 | | | | (18.22 | ) | | | 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 | | $ | 14.88 | | | $ | 9.23 | | | $ | 27.45 | | | $ | 26.33 | | | $ | 12.99 | | | $ | 9.98 | | |
Total Return(4) | | | 61.21 | %(5) | | | (66.38 | )% | | | 9.20 | % | | | 109.10 | % | | | 29.90 | % | | | 0.00 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 7,593 | | | $ | 2,898 | | | $ | 5,239 | | | $ | 2,462 | | | $ | 13 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 2.03 | %(6) | | | 1.99 | % | | | 1.70 | % | | | 5.67 | % | | | 29.52 | % | | | 927.90 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 1.34 | %(6)(7) | | | 1.35 | %(7) | | | 1.35 | %(7) | | | 1.35 | %(7) | | | 1.35 | %(7) | | | 1.35 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.35 | %(7) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 4.27 | %(6)(7) | | | (1.22 | )%(7) | | | (1.16 | )%(7) | | | (0.86 | )%(7) | | | (0.77 | )%(7) | | | (1.35 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | N/A | | |
Portfolio Turnover Rate | | | 32 | %(5) | | | 67 | % | | | 75 | % | | | 46 | % | | | 74 | % | | | 0 | %(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.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Endurance Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period Ended | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 8.96 | | | $ | 26.81 | | | $ | 25.93 | | | $ | 12.89 | | | $ | 9.98 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.20 | | | | (0.28 | ) | | | (0.62 | ) | | | (0.33 | ) | | | (0.18 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | 5.23 | | | | (17.57 | ) | | | 2.80 | | | | 14.18 | | | | 3.09 | | | | (0.02 | ) | |
Total from Investment Operations | | | 5.43 | | | | (17.85 | ) | | | 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 | | $ | 14.39 | | | $ | 8.96 | | | $ | 26.81 | | | $ | 25.93 | | | $ | 12.89 | | | $ | 9.98 | | |
Total Return(4) | | | 60.49 | %(5) | | | (66.58 | )% | | | 8.41 | % | | | 107.59 | % | | | 28.90 | % | | | 0.00 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 726 | | | $ | 519 | | | $ | 1,547 | | | $ | 439 | | | $ | 13 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 3.17 | %(6) | | | 3.05 | % | | | 2.53 | % | | | 7.61 | % | | | 30.23 | % | | | 928.63 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(6)(7) | | | 2.10 | %(7) | | | 2.10 | %(7) | | | 2.10 | %(7) | | | 2.10 | %(7) | | | 2.10 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.10 | %(7) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 3.51 | %(6)(7) | | | (1.97 | )%(7) | | | (1.92 | )%(7) | | | (1.62 | )%(7) | | | (1.52 | )%(7) | | | (2.10 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | N/A | | |
Portfolio Turnover Rate | | | 32 | %(5) | | | 67 | % | | | 75 | % | | | 46 | % | | | 74 | % | | | 0 | %(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, 2023
Financial Highlights
Global Endurance Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period Ended | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 9.38 | | | $ | 27.78 | | | $ | 26.53 | | | $ | 13.04 | | | $ | 9.98 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.28 | | | | (0.12 | ) | | | (0.24 | ) | | | (0.08 | ) | | | (0.04 | ) | | | (0.00 | )(4) | |
Net Realized and Unrealized Gain (Loss) | | | 5.49 | | | | (18.28 | ) | | | 2.79 | | | | 14.41 | | | | 3.10 | | | | (0.02 | ) | |
Total from Investment Operations | | | 5.77 | | | | (18.40 | ) | | | 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 | | $ | 15.15 | | | $ | 9.38 | | | $ | 27.78 | | | $ | 26.53 | | | $ | 13.04 | | | $ | 9.98 | | |
Total Return(5) | | | 61.51 | %(6) | | | (66.23 | )% | | | 9.62 | % | | | 110.08 | % | | | 30.40 | % | | | 0.00 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 17 | | | $ | 12 | | | $ | 31 | | | $ | 28 | | | $ | 13 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 19.20 | %(7) | | | 15.13 | % | | | 7.59 | % | | | 16.93 | % | | | 29.13 | % | | | 927.65 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(7)(8) | | | 0.95 | %(8) | | | 0.95 | %(8) | | | 0.95 | %(8) | | | 0.95 | %(8) | | | 0.95 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.95 | %(8) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 4.66 | %(7)(8) | | | (0.82 | )%(8) | | | (0.71 | )%(8) | | | (0.47 | )%(8) | | | (0.37 | )%(8) | | | (0.95 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | N/A | | |
Portfolio Turnover Rate | | | 32 | %(6) | | | 67 | % | | | 75 | % | | | 46 | % | | | 74 | % | | | 0 | %(6) | |
(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) Not annualized.
(7) Annualized.
(8) 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."
(9) 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, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | — | | | $ | 1,342 | | | $ | — | | | $ | 1,342 | | |
Automobiles | | | 900 | | | | — | | | | — | | | | 900 | | |
Beverages | | | — | | | | 763 | | | | — | | | | 763 | | |
Biotechnology | | | 1,171 | | | | — | | | | — | | | | 1,171 | | |
Broadline Retail | | | 4,697 | | | | — | | | | — | | | | 4,697 | | |
Consumer Staples Distribution & Retail | | | 1,754 | | | | — | | | | — | | | | 1,754 | | |
Financial Services | | | 1,528 | | | | — | | | | — | | | | 1,528 | | |
Ground Transportation | | | 1,208 | | | | — | | | | — | | | | 1,208 | | |
Health Care Providers & Services | | | 595 | | | | — | | | | — | | | | 595 | | |
Hotels, Restaurants & Leisure | | | — | | | | 1,441 | | | | — | | | | 1,441 | | |
Household Durables | | | 3,689 | | | | 3,344 | | | | — | | | | 7,033 | | |
Information Technology Services | | | 2,079 | | | | — | | | | — | | | | 2,079 | | |
Interactive Media & Services | | | 2,493 | | | | — | | | | — | | | | 2,493 | | |
Life Sciences Tools & Services | | | — | | | | 1,445 | | | | — | | | | 1,445 | | |
Pharmaceuticals | | | 1,477 | | | | — | | | | — | | | | 1,477 | | |
Software | | | 5,898 | | | | — | | | | — | | | | 5,898 | | |
Specialty Retail | | | 7,728 | | | | — | | | | — | | | | 7,728 | | |
Total Common Stocks | | | 35,217 | | | | 8,335 | | | | — | | | | 43,552 | | |
Short-Term Investments | |
Investment Company | | | 5,551 | | | | — | | | | — | | | | 5,551 | | |
Repurchase Agreements | | | — | | | | 390 | | | | — | | | | 390 | | |
Total Short-Term Investments | | | 5,551 | | | | 390 | | | | — | | | | 5,941 | | |
Total Assets | | $ | 40,768 | | | $ | 8,725 | | | $ | — | | | $ | 49,493 | | |
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to 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.
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 U.S. 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.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2023:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amount Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 4,692 | (a) | | $ | — | | | $ | (4,692 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $5,034,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $80,000 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 borrowings.
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, 2023:
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 | | $ | 5,034 | | | $ | — | | | $ | — | | | $ | — | | | $ | 5,034 | | |
Total Borrowings | | $ | 5,034 | | | $ | — | | | $ | — | | | $ | — | | | $ | 5,034 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 5,034 | | |
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
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.10% 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 year ended June 30, 2023, approximately $106,000 of advisory fees were waived and approximately $7,000 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 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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.
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.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $18,711,000 and $9,665,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 14 | | | $ | 16,738 | | | $ | 11,201 | | | $ | 17 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 5,551 | | |
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, 2023, 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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | — | | | $ | 2,122 | | | $ | 1,459 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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 net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 345 | | | $ | (345 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $959,000 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, 2022, the Fund intends to defer to January 1, 2023 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post- October Capital Losses (000) | |
$ | — | | | $ | 37,157 | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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,
which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 42.8%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 and for the period since its inception in December 2018. 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 the 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.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
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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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGENDSAN
5853685 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Global Focus Real Estate Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 Advsiory Agreement Approval | | | 20 | | |
Liquidity Risk Management Program | | | 22 | | |
U.S. Customer Privacy Notice | | | 23 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,022.00 | | | $ | 1,020.08 | | | $ | 4.76 | | | $ | 4.76 | | | | 0.95 | % | |
Global Focus Real Estate Portfolio Class A | | | 1,000.00 | | | | 1,019.80 | | | | 1,018.35 | | | | 6.51 | | | | 6.51 | | | | 1.30 | | |
Global Focus Real Estate Portfolio Class C | | | 1,000.00 | | | | 1,016.60 | | | | 1,014.63 | | | | 10.25 | | | | 10.24 | | | | 2.05 | | |
Global Focus Real Estate Portfolio Class R6 | | | 1,000.00 | | | | 1,022.20 | | | | 1,020.33 | | | | 4.51 | | | | 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 most recent one-half year period).
** Annualized.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Global Focus Real Estate Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.0%) | |
Australia (3.6%) | |
Goodman Group REIT | | | 5,066 | | | $ | 68 | | |
National Storage REIT | | | 46,570 | | | | 73 | | |
| | | 141 | | |
Belgium (0.6%) | |
Aedifica SA REIT (a) | | | 361 | | | | 23 | | |
Canada (2.5%) | |
Chartwell Retirement Residences (Units) (b) | | | 6,033 | | | | 43 | | |
Granite REIT | | | 964 | | | | 57 | | |
| | | 100 | | |
France (0.8%) | |
Mercialys SA REIT | | | 3,581 | | | | 32 | | |
Germany (1.9%) | |
LEG Immobilien SE (c) | | | 624 | | | | 36 | | |
Vonovia SE | | | 1,927 | | | | 38 | | |
| | | 74 | | |
Hong Kong (5.2%) | |
Link REIT | | | 11,480 | | | | 64 | | |
Sun Hung Kai Properties Ltd. | | | 7,000 | | | | 88 | | |
Wharf Real Estate Investment Co. Ltd. | | | 10,500 | | | | 53 | | |
| | | 205 | | |
Japan (9.1%) | |
Invincible Investment Corp. REIT | | | 191 | | | | 76 | | |
Japan Metropolitan Fund Investment Corp. REIT | | | 50 | | | | 33 | | |
Mitsubishi Estate Logistics Investment Corp. REIT | | | 16 | | | | 46 | | |
Mitsui Fudosan Co. Ltd. | | | 5,100 | | | | 102 | | |
Nippon Building Fund, Inc. REIT (a) | | | 9 | | | | 35 | | |
Sekisui House Ltd. | | | 3,200 | | | | 65 | | |
| | | 357 | | |
Singapore (1.3%) | |
Frasers Logistics & Commercial Trust REIT | | | 53,000 | | | | 49 | | |
Spain (1.2%) | |
Merlin Properties Socimi SA REIT | | | 5,373 | | | | 46 | | |
Sweden (1.1%) | |
Castellum AB | | | 1,927 | | | | 18 | | |
Hufvudstaden AB, Class A | | | 2,069 | | | | 25 | | |
| | | 43 | | |
United Kingdom (3.1%) | |
Impact Healthcare PLC REIT | | | 15,220 | | | | 18 | | |
Segro PLC REIT | | | 7,369 | | | | 67 | | |
UNITE Group PLC REIT | | | 3,340 | | | | 37 | | |
| | | 122 | | |
United States (66.6%) | |
Agree Realty Corp. REIT | | | 1,283 | | | | 84 | | |
American Homes 4 Rent, Class A REIT | | | 4,301 | | | | 152 | | |
American Tower Corp. REIT | | | 1,141 | | | | 221 | | |
Americold Realty Trust, Inc. REIT | | | 1,726 | | | | 56 | | |
AvalonBay Communities, Inc. REIT | | | 1,077 | | | | 204 | | |
Boyd Gaming Corp. | | | 824 | | | | 57 | | |
| | Shares | | Value (000) | |
Brixmor Property Group, Inc. REIT | | | 3,207 | | | $ | 70 | | |
Digital Realty Trust, Inc. REIT | | | 1,088 | | | | 124 | | |
Equinix, Inc. REIT | | | 288 | | | | 226 | | |
Iron Mountain, Inc. REIT | | | 1,043 | | | | 59 | | |
Kite Realty Group Trust REIT | | | 3,242 | | | | 72 | | |
Mid-America Apartment Communities, Inc. REIT | | | 492 | | | | 75 | | |
Prologis, Inc. REIT | | | 2,786 | | | | 342 | | |
Public Storage REIT | | | 671 | | | | 196 | | |
Realty Income Corp. REIT | | | 2,086 | | | | 125 | | |
SBA Communications Corp. REIT | | | 334 | | | | 77 | | |
Simon Property Group, Inc. REIT | | | 1,037 | | | | 120 | | |
VICI Properties, Inc. REIT | | | 3,490 | | | | 110 | | |
Welltower, Inc. REIT | | | 3,002 | | | | 243 | | |
| | | 2,613 | | |
Total Common Stocks (Cost $3,950) | | | 3,805 | | |
| | No. of Rights | | | |
Rights (0.0%)‡ | |
Belgium (0.0%)‡ | |
Aedifica SA, expires 7/3/23 (c) (Cost $—) | | | 328 | | | | 1 | | |
| | Shares | | | |
Short-Term Investments (1.3%) | |
Securities held as Collateral on Loaned Securities (1.3%) | |
Investment Company (1.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 48,910 | | | | 49 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.1%) | |
Citigroup, Inc., (5.00%, dated 6/30/23, due 7/3/23; proceeds $1; fully collateralized by U.S. Government obligations; 0.00% due 7/27/23 — 8/10/23; valued at $1) | | $ | 1 | | | | 1 | | |
HSBC Securities USA, Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $2; fully collateralized by U.S. Government obligations; 0.00% due 8/15/23 — 11/15/25; valued at $2) | | | 2 | | | | 2 | | |
Merrill Lynch & Co., Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $1; fully collateralized by a U.S. Government obligation; 1.63% due 10/15/27; valued at $1) | | | 1 | | | | 1 | | |
| | | 4 | | |
Total Securities held as Collateral on Loaned Securities (Cost $53) | | | 53 | | |
Total Investments (98.3%) (Cost $4,003) Including $52 of Securities Loaned (d)(e) | | | 3,859 | | |
Other Assets in Excess of Liabilities (1.7%) | | | 66 | | |
Net Assets (100.0%) | | $ | 3,925 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments (cont'd)
Global Focus Real Estate Portfolio
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.
‡ Amount is less than 0.05%.
(a) All or a portion of this security was on loan at June 30, 2023.
(b) Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.
(c) Non-income producing security.
(d) The approximate fair value and percentage of net assets, $1,092,000 and 27.8%, 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 Financial Statements.
(e) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $145,000 and the aggregate gross unrealized depreciation is approximately $289,000, resulting in net unrealized depreciation of approximately $144,000.
REIT Real Estate Investment Trust.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Industrial | | | 16.7 | % | |
Residential | | | 14.2 | | |
Retail | | | 13.2 | | |
Diversified | | | 12.5 | | |
Other** | | | 10.6 | | |
Data Centers | | | 9.2 | | |
Health Care | | | 8.6 | | |
Infrastructure REITs | | | 7.9 | | |
Self Storage | | | 7.1 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2023.
** 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, 2023 (unaudited)
Global Focus Real Estate Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $3,954) | | $ | 3,810 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $49) | | | 49 | | |
Total Investments in Securities, at Value (Cost $4,003) | | | 3,859 | | |
Foreign Currency, at Value (Cost $5) | | | 5 | | |
Receivable for Investments Sold | | | 53 | | |
Due from Adviser | | | 53 | | |
Dividends Receivable | | | 13 | | |
Tax Reclaim Receivable | | | — | @ | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 71 | | |
Total Assets | | | 4,054 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 53 | | |
Payable for Professional Fees | | | 30 | | |
Bank Overdraft | | | 21 | | |
Payable for Investments Purchased | | | 16 | | |
Payable for Custodian Fees | | | 2 | | |
Payable for Administration Fees | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class A | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 7 | | |
Total Liabilities | | | 129 | | |
Net Assets | | $ | 3,925 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 5,139 | | |
Total Accumulated Loss | | | (1,214 | ) | |
Net Assets | | $ | 3,925 | | |
CLASS I: | |
Net Assets | | $ | 3,902 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 512,788 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 7.61 | | |
CLASS A: | |
Net Assets | | $ | 8 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,023 | | |
Net Asset Value, Redemption Price Per Share | | $ | 7.62 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.42 | | |
Maximum Offering Price Per Share | | $ | 8.04 | | |
CLASS C: | |
Net Assets | | $ | 7 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,013 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 7.59 | | |
CLASS R6: | |
Net Assets | | $ | 8 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,033 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 7.61 | | |
(1) Including: Securities on Loan, at Value: | | $ | 52 | | |
@ 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, 2023 (unaudited)
Global Focus Real Estate Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends (Net of $3 of Foreign Taxes Withheld) | | $ | 74 | | |
Income from Securities Loaned — Net | | | — | @ | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 74 | | |
Expenses: | |
Professional Fees | | | 67 | | |
Registration Fees | | | 20 | | |
Advisory Fees (Note B) | | | 15 | | |
Custodian Fees (Note F) | | | 7 | | |
Shareholder Reporting Fees | | | 7 | | |
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 | | |
Pricing Fees | | | 2 | | |
Directors' Fees and Expenses | | | 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 | | | 5 | | |
Total Expenses | | | 130 | | |
Expenses Reimbursed by Adviser (Note B) | | | (94 | ) | |
Waiver of Advisory Fees (Note B) | | | (15 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (— | @) | |
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 | | | 18 | | |
Net Investment Income | | | 56 | | |
Realized Loss: | |
Investments Sold | | | (287 | ) | |
Foreign Currency Translation | | | (1 | ) | |
Net Realized Loss | | | (288 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 318 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 30 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 86 | | |
@ 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, 2023
Global Focus Real Estate Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 56 | | | $ | 85 | | |
Net Realized Loss | | | (288 | ) | | | (754 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 318 | | | | (772 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 86 | | | | (1,441 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | (29 | ) | | | (80 | ) | |
Class A | | | (— | @) | | | (— | @) | |
Class C | | | (— | @) | | | (— | @) | |
Class R6* | | | (— | @) | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | (29 | ) | | | (80 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Distributions Reinvested | | | 29 | | | | 80 | | |
Class A: | |
Subscribed | | | — | | | | — | @ | |
Distributions Reinvested | | | — | @ | | | — | @ | |
Redeemed | | | — | | | | (19 | ) | |
Class C: | |
Distributions Reinvested | | | — | @ | | | — | @ | |
Class R6:* | |
Distributions Reinvested | | | — | @ | | | — | @ | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 29 | | | | 61 | | |
Total Increase (Decrease) in Net Assets | | | 86 | | | | (1,460 | ) | |
Net Assets: | |
Beginning of Period | | | 3,839 | | | | 5,299 | | |
End of Period | | $ | 3,925 | | | $ | 3,839 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Issued on Distributions Reinvested | | | 4 | | | | 10 | | |
Class A: | |
Shares Subscribed | | | — | | | | — | @@ | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
Shares Redeemed | | | — | | | | (3 | ) | |
Net Decrease in Class A Shares Outstanding | | | — | @@ | | | (3 | ) | |
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.
@@ 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, 2023
Financial Highlights
Global Focus Real Estate Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period from July 30, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 7.50 | | | $ | 10.49 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.11 | | | | 0.17 | | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.06 | | | | (3.00 | ) | | | 0.50 | | |
Total from Investment Operations | | | 0.17 | | | | (2.83 | ) | | | 0.54 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.06 | ) | | | (0.16 | ) | | | (0.05 | ) | |
Net Asset Value, End of Period | | $ | 7.61 | | | $ | 7.50 | | | $ | 10.49 | | |
Total Return(3) | | | 2.20 | %(4) | | | (27.10 | )% | | | 5.38 | %(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,902 | | | $ | 3,816 | | | $ | 5,239 | | |
Ratio of Expenses Before Expense Limitation | | | 6.57 | %(5) | | | 8.66 | % | | | 8.85 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(6) | | | 0.95 | %(6) | | | 0.94 | %(5)(6) | |
Ratio of Net Investment Income | | | 2.86 | %(5)(6) | | | 1.95 | %(6) | | | 0.89 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 42 | %(4) | | | 113 | % | | | 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, 2023
Financial Highlights
Global Focus Real Estate Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period from July 30, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 7.52 | | | $ | 10.49 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.10 | | | | 0.16 | | | | 0.03 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.05 | | | | (3.02 | ) | | | 0.49 | | |
Total from Investment Operations | | | 0.15 | | | | (2.86 | ) | | | 0.52 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.05 | ) | | | (0.11 | ) | | | (0.03 | ) | |
Net Asset Value, End of Period | | $ | 7.62 | | | $ | 7.52 | | | $ | 10.49 | | |
Total Return(3) | | | 1.98 | %(4) | | | (27.38 | )% | | | 5.23 | %(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8 | | | $ | 8 | | | $ | 39 | | |
Ratio of Expenses Before Expense Limitation | | | 33.14 | %(5) | | | 16.98 | % | | | 14.76 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 1.30 | %(5)(6) | | | 1.30 | %(6) | | | 1.30 | %(5)(6) | |
Ratio of Net Investment Income | | | 2.53 | %(5)(6) | | | 1.76 | %(6) | | | 0.63 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 42 | %(4) | | | 113 | % | | | 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, 2023
Financial Highlights
Global Focus Real Estate Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period from July 30, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 7.50 | | | $ | 10.49 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.06 | | | | 0.07 | | | | (0.01 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.06 | | | | (2.99 | ) | | | 0.50 | | |
Total from Investment Operations | | | 0.12 | | | | (2.92 | ) | | | 0.49 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.07 | ) | | | (0.00 | )(3) | |
Net Asset Value, End of Period | | $ | 7.59 | | | $ | 7.50 | | | $ | 10.49 | | |
Total Return(4) | | | 1.66 | %(5) | | | (27.91 | )% | | | 4.92 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 7 | | | $ | 7 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 33.86 | %(6) | | | 33.59 | % | | | 27.58 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 2.05 | %(6)(7) | | | 2.05 | %(7) | | | 2.05 | %(6)(7) | |
Ratio of Net Investment Income (Loss) | | | 1.77 | %(6)(7) | | | 0.84 | %(7) | | | (0.23 | )%(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 42 | %(5) | | | 113 | % | | | 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, 2023
Financial Highlights
Global Focus Real Estate Portfolio
| | Class R6(1) | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period from July 30, 2021(2) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 7.50 | | | $ | 10.49 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(3) | | | 0.11 | | | | 0.17 | | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.06 | | | | (3.00 | ) | | | 0.50 | | |
Total from Investment Operations | | | 0.17 | | | | (2.83 | ) | | | 0.54 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.06 | ) | | | (0.16 | ) | | | (0.05 | ) | |
Net Asset Value, End of Period | | $ | 7.61 | | | $ | 7.50 | | | $ | 10.49 | | |
Total Return(4) | | | 2.22 | %(5) | | | (27.06 | )% | | | (5.39 | )%(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8 | | | $ | 8 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 33.35 | %(6) | | | 32.89 | % | | | 26.54 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 0.90 | %(6)(7) | | | 0.90 | %(7) | | | 0.90 | %(6)(7) | |
Ratio of Net Investment Income | | | 2.93 | %(6)(7) | | | 2.00 | %(7) | | | 0.93 | %(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 42 | %(5) | | | 113 | % | | | 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, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | |
Data Centers | | $ | 350 | | | $ | — | | | $ | — | | | $ | 350 | | |
Diversified | | | — | | | | 476 | | | | — | | | | 476 | | |
Health Care | | | 286 | | | | 41 | | | | — | | | | 327 | | |
Industrial | | | 455 | | | | 181 | | | | — | | | | 636 | | |
Industrial/Office Mixed | | | — | | | | 67 | | | | — | | | | 67 | | |
Infrastructure REITs | | | 298 | | | | — | | | | — | | | | 298 | | |
Lodging/Resorts | | | 57 | | | | 76 | | | | — | | | | 133 | | |
Office | | | — | | | | 35 | | | | — | | | | 35 | | |
Residential | | | 431 | | | | 111 | | | | — | | | | 542 | | |
Retail | | | 471 | | | | 32 | | | | — | | | | 503 | | |
Self Storage | | | 196 | | | | 73 | | | | — | | | | 269 | | |
Specialty | | | 169 | | | | — | | | | — | | | | 169 | | |
Total Common Stocks | | | 2,713 | | | | 1,092 | | | | — | | | | 3,805 | | |
Rights | |
Health Care | | | 1 | | | | — | | | | — | | | | 1 | | |
Short-Term Investments | |
Investment Company | | | 49 | | | | — | | | | — | | | | 49 | | |
Repurchase Agreements | | | — | | | | 4 | | | | — | | | | 4 | | |
Total Short-Term Investments | | | 49 | | | | 4 | | | | — | | | | 53 | | |
Total Assets | | $ | 2,763 | | | $ | 1,096 | | | $ | — | | | $ | 3,859 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 U.S. 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
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2023:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amount Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 52 | (a) | | $ | — | | | $ | (52 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $53,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported 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 borrowings.
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, 2023:
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 | | $ | 53 | | | $ | — | | | $ | — | | | $ | — | | | $ | 53 | | |
Total Borrowings | | $ | 53 | | | $ | — | | | $ | — | | | $ | — | | | $ | 53 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 53 | | |
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 quarterly. 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
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2023, 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, 2023, approximately $15,000 of advisory fees were waived and approximately $97,000 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 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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.
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,
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $1,624,000 and $1,627,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 110 | | | $ | 339 | | | $ | 400 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 49 | | |
@ 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, 2023, 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 two-year period ended December 31, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Ordinary Income (000) | |
$ | 80 | | | $ | 22 | | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 1 | | | $ | (1 | ) | |
At December 31, 2022, 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) | |
$ | 61 | | | $ | — | | |
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $582,000 and $225,000, 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, the Fund did not have record owners of 10% or greater.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 its inception in July 2021. 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 and total expense ratio were higher than but close to 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 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.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGFRESAN
5845622 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Global Franchise Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,117.90 | | | $ | 1,020.23 | | | $ | 4.83 | | | $ | 4.61 | | | | 0.92 | % | |
Global Franchise Portfolio Class A | | | 1,000.00 | | | | 1,116.60 | | | | 1,019.04 | | | | 6.09 | | | | 5.81 | | | | 1.16 | | |
Global Franchise Portfolio Class L | | | 1,000.00 | | | | 1,114.00 | | | | 1,016.56 | | | | 8.70 | | | | 8.30 | | | | 1.66 | | |
Global Franchise Portfolio Class C | | | 1,000.00 | | | | 1,112.70 | | | | 1,015.37 | | | | 9.95 | | | | 9.49 | | | | 1.90 | | |
Global Franchise Portfolio Class R6 | | | 1,000.00 | | | | 1,118.60 | | | | 1,020.68 | | | | 4.36 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Global Franchise Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.7%) | |
France (7.3%) | |
L'Oreal SA | | | 131,521 | | | $ | 61,352 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 72,625 | | | | 68,479 | | |
Pernod Ricard SA | | | 394,512 | | | | 87,177 | | |
| | | 217,008 | | |
Germany (6.0%) | |
SAP SE | | | 1,295,188 | | | | 176,932 | | |
Italy (0.5%) | |
Davide Campari-Milano NV | | | 1,089,803 | | | | 15,104 | | |
Netherlands (2.8%) | |
Heineken NV | | | 811,891 | | | | 83,492 | | |
United Kingdom (10.5%) | |
Experian PLC | | | 1,197,202 | | | | 45,950 | | |
Reckitt Benckiser Group PLC | | | 2,234,303 | | | | 167,909 | | |
RELX PLC (LSE) | | | 2,351,619 | | | | 78,452 | | |
RELX PLC (Euronext NV) | | | 611,570 | | | | 20,401 | | |
| | | 312,712 | | |
United States (71.6%) | |
Abbott Laboratories | | | 954,750 | | | | 104,087 | | |
Accenture PLC, Class A | | | 545,006 | | | | 168,178 | | |
Aon PLC, Class A | | | 233,694 | | | | 80,671 | | |
Arthur J Gallagher & Co. | | | 252,809 | | | | 55,509 | | |
Automatic Data Processing, Inc. | | | 313,011 | | | | 68,797 | | |
Becton Dickinson & Co. | | | 411,474 | | | | 108,633 | | |
Broadridge Financial Solutions, Inc. | | | 255,181 | | | | 42,266 | | |
CDW Corp. | | | 279,549 | | | | 51,297 | | |
Coca-Cola Co. | | | 797,873 | | | | 48,048 | | |
Danaher Corp. | | | 587,595 | | | | 141,023 | | |
Equifax, Inc. | | | 266,176 | | | | 62,631 | | |
Intercontinental Exchange, Inc. | | | 1,033,834 | | | | 116,906 | | |
Jack Henry & Associates, Inc. | | | 93,917 | | | | 15,715 | | |
Microsoft Corp. | | | 665,359 | | | | 226,581 | | |
Moody's Corp. | | | 119,514 | | | | 41,557 | | |
NIKE, Inc., Class B | | | 230,433 | | | | 25,433 | | |
Otis Worldwide Corp. | | | 591,434 | | | | 52,643 | | |
Philip Morris International, Inc. | | | 2,008,541 | | | | 196,074 | | |
Procter & Gamble Co. | | | 524,397 | | | | 79,572 | | |
Roper Technologies, Inc. | | | 153,867 | | | | 73,979 | | |
Steris PLC | | | 185,909 | | | | 41,826 | | |
Thermo Fisher Scientific, Inc. | | | 252,879 | | | | 131,940 | | |
Visa, Inc., Class A | | | 676,582 | | | | 160,675 | | |
Zoetis, Inc. | | | 180,917 | | | | 31,156 | | |
| | | 2,125,197 | | |
Total Common Stocks (Cost $2,008,006) | | | 2,930,445 | | |
| | Shares | | Value (000) | |
Short-Term Investment (1.2%) | |
Investment Company (1.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $35,861) | | | 35,861,030 | | | $ | 35,861 | | |
Total Investments (99.9%) (Cost $2,043,867) (a)(b) | | | 2,966,306 | | |
Other Assets in Excess of Liabilities (0.1%) | | | 3,223 | | |
Net Assets (100.0%) | | $ | 2,969,529 | | |
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, $805,248,000 and 27.1%, 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 Financial Statements.
(b) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $926,227,000 and the aggregate gross unrealized depreciation is approximately $3,788,000, resulting in net unrealized appreciation of approximately $922,439,000.
Euronext NV Euronext Amsterdam Stock Market.
LSE London Stock Exchange.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Software | | | 16.1 | % | |
Other* | | | 15.7 | | |
Professional Services | | | 10.6 | | |
Life Sciences Tools & Services | | | 9.3 | | |
Health Care Equipment & Supplies | | | 8.6 | | |
Household Products | | | 8.4 | | |
Beverages | | | 7.8 | | |
Tobacco | | | 6.6 | | |
Financial Services | | | 5.9 | | |
Information Technology Services | | | 5.7 | | |
Capital Markets | | | 5.3 | | |
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, 2023 (unaudited)
Global Franchise Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $2,008,006) | | $ | 2,930,445 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $35,861) | | | 35,861 | | |
Total Investments in Securities, at Value (Cost $2,043,867) | | | 2,966,306 | | |
Foreign Currency, at Value (Cost $6,331) | | | 6,312 | | |
Receivable for Investments Sold | | | 13,407 | | |
Dividends Receivable | | | 4,272 | | |
Receivable for Fund Shares Sold | | | 677 | | |
Tax Reclaim Receivable | | | 661 | | |
Receivable from Affiliate | | | 161 | | |
Other Assets | | | 215 | | |
Total Assets | | | 2,992,011 | | |
Liabilities: | |
Payable for Investments Purchased | | | 10,660 | | |
Payable for Fund Shares Redeemed | | | 5,514 | | |
Payable for Advisory Fees | | | 5,373 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 304 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 39 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 14 | | |
Payable for Administration Fees | | | 191 | | |
Payable for Shareholder Service Fees — Class A | | | 71 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 5 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 89 | | |
Payable for Professional Fees | | | 40 | | |
Payable for Custodian Fees | | | 19 | | |
Payable for Transfer Agency Fees — Class I | | | 3 | | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6 | | | — | @ | |
Other Liabilities | | | 159 | | |
Total Liabilities | | | 22,482 | | |
Net Assets | | $ | 2,969,529 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 2,052,341 | | |
Total Distributable Earnings | | | 917,188 | | |
Net Assets | | $ | 2,969,529 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Global Franchise Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 2,173,854 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 64,602,528 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 33.65 | | |
CLASS A: | |
Net Assets | | $ | 352,901 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 10,778,839 | | |
Net Asset Value, Redemption Price Per Share | | $ | 32.74 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.81 | | |
Maximum Offering Price Per Share | | $ | 34.55 | | |
CLASS L: | |
Net Assets | | $ | 8,002 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 245,271 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 32.63 | | |
CLASS C: | |
Net Assets | | $ | 109,949 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,458,974 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 31.79 | | |
CLASS R6: | |
Net Assets | | $ | 324,823 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 9,645,511 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 33.68 | | |
@ 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, 2023 (unaudited)
Global Franchise Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $865 of Foreign Taxes Withheld) | | $ | 28,641 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 1,082 | | |
Total Investment Income | | | 29,723 | | |
Expenses: | |
Advisory Fees (Note B) | | | 10,883 | | |
Administration Fees (Note C) | | | 1,201 | | |
Sub Transfer Agency Fees — Class I | | | 972 | | |
Sub Transfer Agency Fees — Class A | | | 135 | | |
Sub Transfer Agency Fees — Class L | | | 2 | | |
Sub Transfer Agency Fees — Class C | | | 40 | | |
Professional Fees | | | 68 | | |
Registration Fees | | | 54 | | |
Custodian Fees (Note F) | | | 52 | | |
Shareholder Reporting Fees | | | 44 | | |
Transfer Agency Fees — Class I (Note E) | | | 16 | | |
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) | | | 3 | | |
Directors' Fees and Expenses | | | 25 | | |
Pricing Fees | | | 1 | | |
Shareholder Service Fees — Class A (Note D) | | | 422 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 29 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 544 | | |
Other Expenses | | | 59 | | |
Total Expenses | | | 14,556 | | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (47 | ) | |
Net Expenses | | | 14,509 | | |
Net Investment Income | | | 15,214 | | |
Realized Gain (Loss): | |
Investments Sold | | | 32,640 | | |
Foreign Currency Translation | | | (103 | ) | |
Net Realized Gain | | | 32,537 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 289,468 | | |
Foreign Currency Translation | | | 9 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 289,477 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 322,014 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 337,228 | | |
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Global Franchise Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 15,214 | | | $ | 24,812 | | |
Net Realized Gain | | | 32,537 | | | | 8,064 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 289,477 | | | | (729,578 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 337,228 | | | | (696,702 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (34,494 | ) | |
Class A | | | — | | | | (4,840 | ) | |
Class L | | | — | | | | (74 | ) | |
Class C | | | — | | | | (988 | ) | |
Class R6* | | | — | | | | (9,092 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (49,488 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 182,154 | | | | 478,735 | | |
Distributions Reinvested | | | — | | | | 33,501 | | |
Redeemed | | | (290,604 | ) | | | (734,314 | ) | |
Class A: | |
Subscribed | | | 22,053 | | | | 90,329 | | |
Distributions Reinvested | | | — | | | | 4,642 | | |
Redeemed | | | (36,069 | ) | | | (84,642 | ) | |
Class L: | |
Exchanged | | | — | | | | 404 | | |
Distributions Reinvested | | | — | | | | 74 | | |
Redeemed | | | (227 | ) | | | (796 | ) | |
Class C: | |
Subscribed | | | 3,840 | | | | 23,164 | | |
Distributions Reinvested | | | — | | | | 957 | | |
Redeemed | | | (15,997 | ) | | | (41,978 | ) | |
Class R6:* | |
Subscribed | | | 3,521 | | | | 48,652 | | |
Distributions Reinvested | | | — | | | | 8,897 | | |
Redeemed | | | (242,189 | ) | | | (34,245 | ) | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (373,518 | ) | | | (206,620 | ) | |
Total Decrease in Net Assets | | | (36,290 | ) | | | (952,810 | ) | |
Net Assets: | |
Beginning of Period | | | 3,005,819 | | | | 3,958,629 | | |
End of Period | | $ | 2,969,529 | | | $ | 3,005,819 | | |
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Global Franchise Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 5,775 | | | | 14,970 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,118 | | |
Shares Redeemed | | | (9,170 | ) | | | (23,524 | ) | |
Net Decrease in Class I Shares Outstanding | | | (3,395 | ) | | | (7,436 | ) | |
Class A: | |
Shares Subscribed | | | 720 | | | | 2,861 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 159 | | |
Shares Redeemed | | | (1,162 | ) | | | (2,769 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (442 | ) | | | 251 | | |
Class L: | |
Shares Exchanged | | | — | | | | 13 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3 | | |
Shares Redeemed | | | (7 | ) | | | (27 | ) | |
Net Decrease in Class L Shares Outstanding | | | (7 | ) | | | (11 | ) | |
Class C: | |
Shares Subscribed | | | 127 | | | | 758 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 34 | | |
Shares Redeemed | | | (532 | ) | | | (1,411 | ) | |
Net Decrease in Class C Shares Outstanding | | | (405 | ) | | | (619 | ) | |
Class R6:* | |
Shares Subscribed | | | 111 | | | | 1,478 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 297 | | |
Shares Redeemed | | | (7,485 | ) | | | (1,116 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | (7,374 | ) | | | 659 | | |
* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Franchise Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 30.10 | | | $ | 36.99 | | | $ | 31.20 | | | $ | 28.53 | | | $ | 23.03 | | | $ | 24.72 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.17 | | | | 0.25 | | | | 0.27 | | | | 0.30 | | | | 0.30 | | | | 0.29 | | |
Net Realized and Unrealized Gain (Loss) | | | 3.38 | | | | (6.63 | ) | | | 6.54 | | | | 3.45 | | | | 6.51 | | | | (0.63 | ) | |
Total from Investment Operations | | | 3.55 | | | | (6.38 | ) | | | 6.81 | | | | 3.75 | | | | 6.81 | | | | (0.34 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.25 | ) | | | (0.27 | ) | | | (0.28 | ) | | | (0.27 | ) | | | (0.27 | ) | |
Net Realized Gain | | | — | | | | (0.26 | ) | | | (0.74 | ) | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.51 | ) | | | (1.02 | ) | | | (1.08 | ) | | | (1.31 | ) | | | (1.35 | ) | |
Net Asset Value, End of Period | | $ | 33.65 | | | $ | 30.10 | | | $ | 36.99 | | | $ | 31.20 | | | $ | 28.53 | | | $ | 23.03 | | |
Total Return(2) | | | 11.79 | %(3) | | | (17.24 | )% | | | 21.92 | % | | | 13.22 | % | | | 29.60 | % | | | (1.50 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,173,854 | | | $ | 2,046,621 | | | $ | 2,790,499 | | | $ | 2,300,448 | | | $ | 1,593,092 | | | $ | 918,409 | | |
Ratio of Expenses Before Expense Limitation | | | 0.92 | %(4) | | | 0.92 | % | | | 0.91 | % | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.92 | %(4)(5) | | | 0.92 | %(5) | | | 0.91 | %(5) | | | 0.92 | %(5) | | | 0.93 | %(5) | | | 0.94 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 0.92 | %(5) | | | 0.93 | %(5) | | | N/A | | |
Ratio of Net Investment Income | | | 1.06 | %(4)(5) | | | 0.79 | %(5) | | | 0.79 | %(5) | | | 1.04 | %(5) | | | 1.09 | %(5) | | | 1.14 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 11 | %(3) | | | 15 | % | | | 17 | % | | | 19 | % | | | 16 | % | | | 27 | % | |
(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) Not annualized.
(4) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Franchise Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 29.32 | | | $ | 36.05 | | | $ | 30.44 | | | $ | 27.86 | | | $ | 22.53 | | | $ | 24.21 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.13 | | | | 0.17 | | | | 0.18 | | | | 0.22 | | | | 0.23 | | | | 0.21 | | |
Net Realized and Unrealized Gain (Loss) | | | 3.29 | | | | (6.46 | ) | | | 6.37 | | | | 3.37 | | | | 6.35 | | | | (0.61 | ) | |
Total from Investment Operations | | | 3.42 | | | | (6.29 | ) | | | 6.55 | | | | 3.59 | | | | 6.58 | | | | (0.40 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.18 | ) | | | (0.19 | ) | | | (0.21 | ) | | | (0.21 | ) | | | (0.20 | ) | |
Net Realized Gain | | | — | | | | (0.26 | ) | | | (0.74 | ) | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.44 | ) | | | (0.94 | ) | | | (1.01 | ) | | | (1.25 | ) | | | (1.28 | ) | |
Net Asset Value, End of Period | | $ | 32.74 | | | $ | 29.32 | | | $ | 36.05 | | | $ | 30.44 | | | $ | 27.86 | | | $ | 22.53 | | |
Total Return(2) | | | 11.66 | %(3) | | | (17.45 | )% | | | 21.61 | % | | | 12.95 | % | | | 29.24 | % | | | (1.77 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 352,901 | | | $ | 328,979 | | | $ | 395,450 | | | $ | 317,673 | | | $ | 292,491 | | | $ | 150,936 | | |
Ratio of Expenses Before Expense Limitation | | | 1.16 | %(4) | | | 1.16 | % | | | 1.16 | % | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.16 | %(4)(5) | | | 1.16 | %(5) | | | 1.16 | %(5) | | | 1.16 | %(5) | | | 1.19 | %(5) | | | 1.23 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 1.16 | %(5) | | | 1.19 | %(5) | | | N/A | | |
Ratio of Net Investment Income | | | 0.83 | %(4)(5) | | | 0.57 | %(5) | | | 0.54 | %(5) | | | 0.77 | %(5) | | | 0.83 | %(5) | | | 0.84 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 11 | %(3) | | | 15 | % | | | 17 | % | | | 19 | % | | | 16 | % | | | 27 | % | |
(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) Not annualized.
(4) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Franchise Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 29.29 | | | $ | 36.01 | | | $ | 30.41 | | | $ | 27.84 | | | $ | 22.51 | | | $ | 24.18 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.05 | | | | 0.02 | | | | 0.01 | | | | 0.07 | | | | 0.09 | | | | 0.09 | | |
Net Realized and Unrealized Gain (Loss) | | | 3.29 | | | | (6.45 | ) | | | 6.36 | | | | 3.36 | | | | 6.35 | | | | (0.62 | ) | |
Total from Investment Operations | | | 3.34 | | | | (6.43 | ) | | | 6.37 | | | | 3.43 | | | | 6.44 | | | | (0.53 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.03 | ) | | | (0.02 | ) | | | (0.06 | ) | | | (0.07 | ) | | | (0.06 | ) | |
Net Realized Gain | | | — | | | | (0.26 | ) | | | (0.74 | ) | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.29 | ) | | | (0.77 | ) | | | (0.86 | ) | | | (1.11 | ) | | | (1.14 | ) | |
Net Asset Value, End of Period | | $ | 32.63 | | | $ | 29.29 | | | $ | 36.01 | | | $ | 30.41 | | | $ | 27.84 | | | $ | 22.51 | | |
Total Return(2) | | | 11.40 | %(3) | | | (17.86 | )% | | | 21.02 | % | | | 12.38 | % | | | 28.62 | % | | | (2.29 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8,002 | | | $ | 7,397 | | | $ | 9,473 | | | $ | 8,390 | | | $ | 8,388 | | | $ | 7,312 | | |
Ratio of Expenses Before Expense Limitation | | | 1.66 | %(4) | | | 1.66 | % | | | 1.66 | % | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.66 | %(4)(5) | | | 1.66 | %(5) | | | 1.66 | %(5) | | | 1.66 | %(5) | | | 1.69 | %(5) | | | 1.73 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 1.66 | %(5) | | | 1.69 | %(5) | | | N/A | | |
Ratio of Net Investment Income | | | 0.32 | %(4)(5) | | | 0.06 | %(5) | | | 0.05 | %(5) | | | 0.26 | %(5) | | | 0.31 | %(5) | | | 0.36 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 11 | %(3) | | | 15 | % | | | 17 | % | | | 19 | % | | | 16 | % | | | 27 | % | |
(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) Not annualized.
(4) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Franchise Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 28.57 | | | $ | 35.18 | | | $ | 29.77 | | | $ | 27.30 | | | $ | 22.13 | | | $ | 23.82 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.01 | | | | (0.06 | ) | | | (0.06 | ) | | | 0.01 | | | | 0.02 | | | | 0.03 | | |
Net Realized and Unrealized Gain (Loss) | | | 3.21 | | | | (6.29 | ) | | | 6.21 | | | | 3.27 | | | | 6.23 | | | | (0.60 | ) | |
Total from Investment Operations | | | 3.22 | | | | (6.35 | ) | | | 6.15 | | | | 3.28 | | | | 6.25 | | | | (0.57 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.01 | ) | | | (0.04 | ) | | | (0.04 | ) | |
Net Realized Gain | | | — | | | | (0.26 | ) | | | (0.74 | ) | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.00 | )(2) | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.26 | ) | | | (0.74 | ) | | | (0.81 | ) | | | (1.08 | ) | | | (1.12 | ) | |
Net Asset Value, End of Period | | $ | 31.79 | | | $ | 28.57 | | | $ | 35.18 | | | $ | 29.77 | | | $ | 27.30 | | | $ | 22.13 | | |
Total Return(3) | | | 11.27 | %(4) | | | (18.06 | )% | | | 20.74 | % | | | 12.09 | % | | | 28.27 | % | | | (2.51 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 109,949 | | | $ | 110,399 | | | $ | 157,721 | | | $ | 125,919 | | | $ | 99,141 | | | $ | 55,271 | | |
Ratio of Expenses Before Expense Limitation | | | 1.90 | %(5) | | | 1.90 | % | | | 1.90 | % | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.90 | %(5)(6) | | | 1.90 | %(6) | | | 1.90 | %(6) | | | 1.91 | %(6) | | | 1.95 | %(6) | | | 1.96 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 1.91 | %(6) | | | 1.95 | %(6) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.08 | %(5)(6) | | | (0.19 | )%(6) | | | (0.20 | )%(6) | | | 0.03 | %(6) | | | 0.07 | %(6) | | | 0.12 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 11 | %(4) | | | 15 | % | | | 17 | % | | | 19 | % | | | 16 | % | | | 27 | % | |
(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) Not annualized.
(5) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Franchise Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 30.11 | | | $ | 37.01 | | | $ | 31.21 | | | $ | 28.53 | | | $ | 23.03 | | | $ | 24.72 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.18 | | | | 0.29 | | | | 0.31 | | | | 0.33 | | | | 0.32 | | | | 0.32 | | |
Net Realized and Unrealized Gain (Loss) | | | 3.39 | | | | (6.64 | ) | | | 6.54 | | | | 3.45 | | | | 6.51 | | | | (0.65 | ) | |
Total from Investment Operations | | | 3.57 | | | | (6.35 | ) | | | 6.85 | | | | 3.78 | | | | 6.83 | | | | (0.33 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.29 | ) | | | (0.30 | ) | | | (0.30 | ) | | | (0.29 | ) | | | (0.28 | ) | |
Net Realized Gain | | | — | | | | (0.26 | ) | | | (0.74 | ) | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.55 | ) | | | (1.05 | ) | | | (1.10 | ) | | | (1.33 | ) | | | (1.36 | ) | |
Net Asset Value, End of Period | | $ | 33.68 | | | $ | 30.11 | | | $ | 37.01 | | | $ | 31.21 | | | $ | 28.53 | | | $ | 23.03 | | |
Total Return(3) | | | 11.86 | %(4) | | | (17.17 | )% | | | 22.05 | % | | | 13.33 | % | | | 29.67 | % | | | (1.45 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 324,823 | | | $ | 512,423 | | | $ | 605,486 | | | $ | 370,127 | | | $ | 137,283 | | | $ | 204,031 | | |
Ratio of Expenses Before Expense Limitation | | | 0.83 | %(5) | | | 0.83 | % | | | 0.82 | % | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.83 | %(5)(6) | | | 0.83 | %(6) | | | 0.82 | %(6) | | | 0.83 | %(6) | | | 0.86 | %(6) | | | 0.88 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 0.83 | %(6) | | | 0.86 | %(6) | | | N/A | | |
Ratio of Net Investment Income | | | 1.16 | %(5)(6) | | | 0.90 | %(6) | | | 0.90 | %(6) | | | 1.14 | %(6) | | | 1.21 | %(6) | | | 1.30 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 11 | %(4) | | | 15 | % | | | 17 | % | | | 19 | % | | | 16 | % | | | 27 | % | |
(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) 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.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | 48,048 | | | $ | 185,773 | | | $ | — | | | $ | 233,821 | | |
Capital Markets | | | 158,463 | | | | — | | | | — | | | | 158,463 | | |
Electronic Equipment, Instruments & Components | | | 51,297 | | | | — | | | | — | | | | 51,297 | | |
Financial Services | | | 176,390 | | | | — | | | | — | | | | 176,390 | | |
Health Care Equipment & Supplies | | | 254,546 | | | | — | | | | — | | | | 254,546 | | |
Household Products | | | 79,572 | | | | 167,909 | | | | — | | | | 247,481 | | |
Information Technology Services | | | 168,178 | | | | — | | | | — | | | | 168,178 | | |
Insurance | | | 136,180 | | | | — | | | | — | | | | 136,180 | | |
Life Sciences Tools & Services | | | 272,963 | | | | — | | | | — | | | | 272,963 | | |
Machinery | | | 52,643 | | | | — | | | | — | | | | 52,643 | | |
Personal Care Products | | | — | | | | 61,352 | | | | — | | | | 61,352 | | |
Pharmaceuticals | | | 31,156 | | | | — | | | | — | | | | 31,156 | | |
Professional Services | | | 173,694 | | | | 144,803 | | | | — | | | | 318,497 | | |
Software | | | 300,560 | | | | 176,932 | | | | — | | | | 477,492 | | |
Textiles, Apparel & Luxury Goods | | | 25,433 | | | | 68,479 | | | | — | | | | 93,912 | | |
Tobacco | | | 196,074 | | | | — | | | | — | | | | 196,074 | | |
Total Common Stocks | | | 2,125,197 | | | | 805,248 | | | | — | | | | 2,930,445 | | |
Short-Term Investment | |
Investment Company | | | 35,861 | | | | — | | | | — | | | | 35,861 | | |
Total Assets | | $ | 2,161,058 | | | $ | 805,248 | | | $ | — | | | $ | 2,966,306 | | |
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to 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.
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 U.S. 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.
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
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2023, the advisory fee rate (net of waiver/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, 2023.
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 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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $1,000.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $339,230,000 and $694,379,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, advisory fees paid were reduced by approximately $47,000 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases At Cost (000) | | Proceeds From Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 49,756 | | | $ | 382,795 | | | $ | 396,690 | | | $ | 1,082 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 35,861 | | |
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, 2023, 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, 2022 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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | | Paid-in- Capital (000) | |
$ | 24,079 | | | $ | 25,409 | | | $ | 24,896 | | | $ | 75,414 | | | $ | 1,455 | | |
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, 2022.
At December 31, 2022, 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, 2022, the Fund intends to defer to January 1, 2023 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post- October Capital Losses (000) | |
$ | 85 | | | $ | 28,490 | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 47.3%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 the actual management fee was higher than its peer group average. After discussion, the Board concluded that the Fund's (i) performance was competitive with its peer group average; (ii) management fee was acceptable; and (iii) total expense ratio 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.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGFSAN
5842830 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Global
Infrastructure
Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,030.60 | | | $ | 1,019.98 | | | $ | 4.88 | | | $ | 4.86 | | | | 0.97 | % | |
Global Infrastructure Portfolio Class A | | | 1,000.00 | | | | 1,029.00 | | | | 1,018.79 | | | | 6.09 | | | | 6.06 | | | | 1.21 | | |
Global Infrastructure Portfolio Class L | | | 1,000.00 | | | | 1,025.60 | | | | 1,015.97 | | | | 8.94 | | | | 8.90 | | | | 1.78 | | |
Global Infrastructure Portfolio Class C | | | 1,000.00 | | | | 1,025.30 | | | | 1,014.53 | | | | 10.39 | | | | 10.34 | | | | 2.07 | | |
Global Infrastructure Portfolio Class R6 | | | 1,000.00 | | | | 1,030.80 | | | | 1,020.13 | | | | 4.73 | | | | 4.71 | | | | 0.94 | | |
Global Infrastructure Portfolio Class IR | | | 1,000.00 | | | | 1,030.60 | | | | 1,020.13 | | | | 4.73 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Global Infrastructure Portfolio
| | Shares | | Value (000) | |
Common Stocks (95.4%) | |
Australia (2.6%) | |
Transurban Group (Units) (a) | | | 716,105 | | | $ | 6,818 | | |
Canada (15.2%) | |
Enbridge, Inc. | | | 304,811 | | | | 11,329 | | |
GFL Environmental, Inc. | | | 392,959 | | | | 15,247 | | |
Keyera Corp. | | | 34,464 | | | | 795 | | |
Pembina Pipeline Corp. | | | 208,618 | | | | 6,559 | | |
TC Energy Corp. (b) | | | 137,589 | | | | 5,561 | | |
| | | 39,491 | | |
China (6.9%) | |
China Gas Holdings Ltd. (c) | | | 15,618,000 | | | | 17,912 | | |
France (5.2%) | |
Aeroports de Paris | | | 4,010 | | | | 576 | | |
Getlink SE | | | 69,685 | | | | 1,186 | | |
Vinci SA | | | 100,932 | | | | 11,728 | | |
| | | 13,490 | | |
Italy (5.8%) | |
Infrastrutture Wireless Italiane SpA | | | 911,672 | | | | 12,034 | | |
Snam SpA | | | 49,061 | | | | 257 | | |
Terna — Rete Elettrica Nazionale | | | 327,589 | | | | 2,794 | | |
| | | 15,085 | | |
Mexico (1.6%) | |
Grupo Aeroportuario del Pacifico SAB de CV, Class B | | | 129,956 | | | | 2,339 | | |
Grupo Aeroportuario del Sureste SAB de CV, Class B | | | 65,337 | | | | 1,821 | | |
| | | 4,160 | | |
New Zealand (0.6%) | |
Auckland International Airport Ltd. (d) | | | 269,381 | | | | 1,416 | | |
Portugal (0.3%) | |
EDP Renovaveis SA | | | 32,619 | | | | 652 | | |
Spain (7.4%) | |
Aena SME SA | | | 27,319 | | | | 4,421 | | |
Cellnex Telecom SA | | | 169,630 | | | | 6,854 | | |
Ferrovial SE | | | 145,455 | | | | 4,598 | | |
Iberdrola SA | | | 254,619 | | | | 3,325 | | |
| | | 19,198 | | |
Switzerland (0.8%) | |
Flughafen Zurich AG (Registered) | | | 9,892 | | | | 2,058 | | |
United Kingdom (7.2%) | |
National Grid PLC | | | 904,396 | | | | 11,991 | | |
Pennon Group PLC | | | 248,260 | | | | 2,243 | | |
Severn Trent PLC | | | 132,570 | | | | 4,322 | | |
| | | 18,556 | | |
| | Shares | | Value (000) | |
United States (41.8%) | |
Ameren Corp. | | | 25,480 | | | $ | 2,081 | | |
American Electric Power Co., Inc. | | | 70,073 | | | | 5,900 | | |
American Tower Corp. REIT | | | 63,600 | | | | 12,335 | | |
American Water Works Co., Inc. | | | 40,543 | | | | 5,787 | | |
Atmos Energy Corp. | | | 38,851 | | | | 4,520 | | |
CenterPoint Energy, Inc. | | | 219,540 | | | | 6,400 | | |
Cheniere Energy, Inc. | | | 46,256 | | | | 7,048 | | |
Crown Castle, Inc. REIT | | | 39,580 | | | | 4,510 | | |
Edison International | | | 71,555 | | | | 4,969 | | |
Eversource Energy | | | 75,146 | | | | 5,329 | | |
Exelon Corp. | | | 163,034 | | | | 6,642 | | |
Kinder Morgan, Inc. | | | 72,721 | | | | 1,252 | | |
NiSource, Inc. | | | 152,098 | | | | 4,160 | | |
ONEOK, Inc. | | | 65,517 | | | | 4,044 | | |
PG&E Corp. (d) | | | 279,454 | | | | 4,829 | | |
Republic Services, Inc. | | | 21,450 | | | | 3,285 | | |
SBA Communications Corp. REIT | | | 21,030 | | | | 4,874 | | |
Sempra Energy | | | 67,616 | | | | 9,844 | | |
Targa Resources Corp. | | | 65,469 | | | | 4,982 | | |
Williams Cos., Inc. | | | 170,366 | | | | 5,559 | | |
| | | 108,350 | | |
Total Common Stocks (Cost $226,257) | | | 247,186 | | |
Short-Term Investments (6.2%) | |
Investment Company (4.0%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $10,257) | | | 10,257,337 | | | | 10,257 | | |
Securities held as Collateral on Loaned Securities (2.2%) | |
Investment Company (2.0%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 5,211,481 | | | | 5,211 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.2%) | |
Citigroup, Inc., (5.00%, dated 6/30/23, due 7/3/23; proceeds $91; fully collateralized by U.S. Government obligations; 0.00% due 7/27/23 - 8/10/23; valued at $93) | | $ | 91 | | | | 91 | | |
HSBC Securities USA, Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $193; fully collateralized by U.S. Government obligations; 0.00% due 8/15/23 - 11/15/25; valued at $197) | | | 193 | | | | 193 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments (cont'd)
Global Infrastructure Portfolio
| | Face Amount (000) | | Value (000) | |
Merrill Lynch & Co., Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $155; fully collateralized by a U.S. Government obligation; 1.63% due 10/15/27; valued at $158) | | $ | 155 | | | $ | 155 | | |
| | | 439 | | |
Total Securities held as Collateral on Loaned Securities (Cost $5,650) | | | 5,650 | | |
Total Short-Term Investments (Cost $15,907) | | | 15,907 | | |
Total Investments (101.6%) (Cost $242,164) Including $5,453 of Securities Loaned (e)(f) | | | 263,093 | | |
Liabilities in Excess of Other Assets (–1.6%) | | | (4,033 | ) | |
Net Assets (100.0%) | | $ | 259,060 | | |
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, 2023.
(c) Security trades on the Hong Kong exchange.
(d) Non-income producing security.
(e) The approximate fair value and percentage of net assets, $90,587,000 and 35.0%, 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 Financial Statements.
(f) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $32,937,000 and the aggregate gross unrealized depreciation is approximately $12,008,000, resulting in net unrealized appreciation of approximately $20,929,000.
REIT Real Estate Investment Trust.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Oil & Gas Storage & Transportation | | | 32.6 | % | |
Other** | | | 16.8 | | |
Communications | | | 15.8 | | |
Electricity Transmission & Distribution | | | 14.2 | | |
Diversified | | | 13.2 | | |
Others | | | 7.4 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2023.
** 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, 2023 (unaudited)
Global Infrastructure Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $226,696) | | $ | 247,625 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $15,468) | | | 15,468 | | |
Total Investments in Securities, at Value (Cost $242,164) | | | 263,093 | | |
Foreign Currency, at Value (Cost $161) | | | 161 | | |
Receivable for Investments Sold | | | 1,804 | | |
Dividends Receivable | | | 815 | | |
Receivable for Fund Shares Sold | | | 174 | | |
Receivable from Affiliate | | | 36 | | |
Tax Reclaim Receivable | | | 10 | | |
Receivable from Securities Lending Income | | | 9 | | |
Other Assets | | | 93 | | |
Total Assets | | | 266,195 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 5,650 | | |
Payable for Fund Shares Redeemed | | | 493 | | |
Payable for Advisory Fees | | | 423 | | |
Payable for Investments Purchased | | | 348 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 20 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 24 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | 1 | | |
Payable for Directors' Fees and Expenses | | | 39 | | |
Payable for Shareholder Services Fees — Class A | | | 35 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 2 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 2 | | |
Payable for Professional Fees | | | 33 | | |
Payable for Administration Fees | | | 17 | | |
Payable for Custodian Fees | | | 12 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | 3 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Other Liabilities | | | 33 | | |
Total Liabilities | | | 7,135 | | |
Net Assets | | $ | 259,060 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 248,318 | | |
Total Distributable Earnings | | | 10,742 | | |
Net Assets | | $ | 259,060 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Global Infrastructure Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 83,206 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 6,863,535 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.12 | | |
CLASS A: | |
Net Assets | | $ | 170,846 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 14,149,604 | | |
Net Asset Value, Redemption Price Per Share | | $ | 12.07 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.67 | | |
Maximum Offering Price Per Share | | $ | 12.74 | | |
CLASS L: | |
Net Assets | | $ | 2,708 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 225,649 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.00 | | |
CLASS C: | |
Net Assets | | $ | 2,276 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 193,739 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 11.75 | | |
CLASS R6: | |
Net Assets | | $ | 12 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,014 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.05 | | |
CLASS IR: | |
Net Assets | | $ | 12 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 986 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.11 | | |
(1) Including: Securities on Loan, at Value: | | $ | 5,453 | | |
@ 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, 2023 (unaudited)
Global Infrastructure Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $304 of Foreign Taxes Withheld) | | $ | 4,308 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 113 | | |
Income from Securities Loaned — Net | | | 11 | | |
Total Investment Income | | | 4,432 | | |
Expenses: | |
Advisory Fees (Note B) | | | 1,115 | | |
Sub Transfer Agency Fees — Class A | | | 60 | | |
Sub Transfer Agency Fees — Class I | | | 56 | | |
Sub Transfer Agency Fees — Class C | | | 2 | | |
Sub Transfer Agency Fees — Class L | | | 1 | | |
Administration Fees (Note C) | | | 105 | | |
Professional Fees | | | 67 | | |
Registration Fees | | | 35 | | |
Transfer Agency Fees — Class A (Note E) | | | 25 | | |
Transfer Agency Fees — Class I (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 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 25 | | |
Shareholder Reporting Fees | | | 20 | | |
Directors' Fees and Expenses | | | 5 | | |
Interest Expenses | | | 3 | | |
Pricing Fees | | | 2 | | |
Shareholder Services Fees — Class A (Note D) | | | 219 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 14 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 10 | | |
Other Expenses | | | 12 | | |
Total Expenses | | | 1,782 | | |
Waiver of Advisory Fees (Note B) | | | (152 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (46 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (67 | ) | |
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 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (4 | ) | |
Net Expenses | | | 1,509 | | |
Net Investment Income | | | 2,923 | | |
Realized Loss: | |
Investments Sold | | | (1,188 | ) | |
Foreign Currency Translation | | | (18 | ) | |
Net Realized Loss | | | (1,206 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 5,947 | | |
Foreign Currency Translation | | | 12 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 5,959 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 4,753 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 7,676 | | |
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Global Infrastructure Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 2,923 | | | $ | 5,256 | | |
Net Realized Gain (Loss) | | | (1,206 | ) | | | 21,567 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 5,959 | | | | (54,489 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 7,676 | | | | (27,666 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (13,364 | ) | |
Class A | | | — | | | | (28,502 | ) | |
Class L | | | — | | | | (422 | ) | |
Class C | | | — | | | | (549 | ) | |
Class R6* | | | — | | | | (2 | ) | |
Class IR | | | — | | | | (2 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (42,841 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 17,284 | | | | 57,338 | | |
Distributions Reinvested | | | — | | | | 13,364 | | |
Redeemed | | | (14,623 | ) | | | (62,098 | ) | |
Class A: | |
Subscribed | | | 1,137 | | | | 3,337 | | |
Distributions Reinvested | | | — | | | | 27,793 | | |
Redeemed | | | (10,873 | ) | | | (32,795 | ) | |
Class L: | |
Exchanged | | | — | | | | 49 | | |
Distributions Reinvested | | | — | | | | 413 | | |
Redeemed | | | (71 | ) | | | (309 | ) | |
Class C: | |
Subscribed | | | 94 | | | | 2,037 | | |
Distributions Reinvested | | | — | | | | 549 | | |
Redeemed | | | (1,233 | ) | | | (2,388 | ) | |
Class R6:* | |
Distributions Reinvested | | | — | | | | 2 | | |
Class IR: | |
Distributions Reinvested | | | — | | | | 2 | | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (8,285 | ) | | | 7,294 | | |
Total Decrease in Net Assets | | | (609 | ) | | | (63,213 | ) | |
Net Assets: | |
Beginning of Period | | | 259,669 | | | | 322,882 | | |
End of Period | | $ | 259,060 | | | $ | 259,669 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Global Infrastructure Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 1,421 | | | | 4,062 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,141 | | |
Shares Redeemed | | | (1,206 | ) | | | (4,521 | ) | |
Net Increase in Class I Shares Outstanding | | | 215 | | | | 682 | | |
Class A: | |
Shares Subscribed | | | 93 | | | | 228 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2,380 | | |
Shares Redeemed | | | (895 | ) | | | (2,395 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (802 | ) | | | 213 | | |
Class L: | |
Shares Exchanged | | | — | | | | 4 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 35 | | |
Shares Redeemed | | | (6 | ) | | | (23 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | (6 | ) | | | 16 | | |
Class C: | |
Shares Subscribed | | | 8 | | | | 141 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 48 | | |
Shares Redeemed | | | (103 | ) | | | (183 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (95 | ) | | | 6 | | |
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, 2023
Financial Highlights
Global Infrastructure Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 11.76 | | | $ | 15.26 | | | $ | 14.47 | | | $ | 15.37 | | | $ | 12.39 | | | $ | 14.64 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.15 | | | | 0.28 | | | | 0.30 | | | | 0.13 | | | | 0.35 | | | | 0.31 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.21 | | | | (1.57 | ) | | | 1.72 | | | | (0.36 | ) | | | 3.11 | | | | (1.45 | ) | |
Total from Investment Operations | | | 0.36 | | | | (1.29 | ) | | | 2.02 | | | | (0.23 | ) | | | 3.46 | | | | (1.14 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.36 | ) | | | (0.35 | ) | | | (0.40 | ) | | | (0.36 | ) | | | (0.37 | ) | |
Net Realized Gain | | | — | | | | (1.85 | ) | | | (0.88 | ) | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | |
Total Distributions | | | — | | | | (2.21 | ) | | | (1.23 | ) | | | (0.67 | ) | | | (0.48 | ) | | | (1.11 | ) | |
Net Asset Value, End of Period | | $ | 12.12 | | | $ | 11.76 | | | $ | 15.26 | | | $ | 14.47 | | | $ | 15.37 | | | $ | 12.39 | | |
Total Return(2) | | | 3.06 | %(3) | | | (8.40 | )% | | | 14.14 | % | | | (1.45 | )% | | | 27.94 | % | | | (8.02 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 83,206 | | | $ | 78,217 | | | $ | 91,045 | | | $ | 68,255 | | | $ | 89,371 | | | $ | 65,311 | | |
Ratio of Expenses Before Expense Limitation | | | 1.20 | %(4) | | | 1.20 | % | | | 1.18 | % | | | 1.18 | % | | | 1.16 | % | | | 1.16 | % | |
Ratio of Expenses After Expense Limitation | | | 0.97 | %(4)(5) | | | 0.97 | %(5) | | | 0.97 | %(5) | | | 0.97 | %(5) | | | 0.97 | %(5) | | | 0.97 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.97 | %(4)(5) | | | N/A | | | | N/A | | | | 0.97 | %(5) | | | 0.97 | %(5) | | | N/A | | |
Ratio of Net Investment Income | | | 2.41 | %(4)(5) | | | 1.96 | %(5) | | | 1.95 | %(5) | | | 0.94 | %(5) | | | 2.40 | %(5) | | | 2.21 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 13 | %(3) | | | 57 | % | | | 61 | % | | | 62 | % | | | 30 | % | | | 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) Not annualized.
(4) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Infrastructure Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 11.73 | | | $ | 15.22 | | | $ | 14.44 | | | $ | 15.33 | | | $ | 12.36 | | | $ | 14.60 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.13 | | | | 0.24 | | | | 0.27 | | | | 0.11 | | | | 0.31 | | | | 0.28 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.21 | | | | (1.56 | ) | | | 1.70 | | | | (0.37 | ) | | | 3.10 | | | | (1.45 | ) | |
Total from Investment Operations | | | 0.34 | | | | (1.32 | ) | | | 1.97 | | | | (0.26 | ) | | | 3.41 | | | | (1.17 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.32 | ) | | | (0.31 | ) | | | (0.36 | ) | | | (0.32 | ) | | | (0.33 | ) | |
Net Realized Gain | | | — | | | | (1.85 | ) | | | (0.88 | ) | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | |
Total Distributions | | | — | | | | (2.17 | ) | | | (1.19 | ) | | | (0.63 | ) | | | (0.44 | ) | | | (1.07 | ) | |
Net Asset Value, End of Period | | $ | 12.07 | | | $ | 11.73 | | | $ | 15.22 | | | $ | 14.44 | | | $ | 15.33 | | | $ | 12.36 | | |
Total Return(2) | | | 2.90 | %(3) | | | (8.60 | )% | | | 13.89 | % | | | (1.69 | )% | | | 27.62 | % | | | (8.22 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 170,846 | | | $ | 175,406 | | | $ | 224,318 | | | $ | 213,128 | | | $ | 240,350 | | | $ | 212,919 | | |
Ratio of Expenses Before Expense Limitation | | | 1.40 | %(4) | | | 1.41 | % | | | 1.39 | % | | | 1.38 | % | | | 1.37 | % | | | 1.37 | % | |
Ratio of Expenses After Expense Limitation | | | 1.21 | %(4)(5) | | | 1.21 | %(5) | | | 1.21 | %(5) | | | 1.21 | %(5) | | | 1.21 | %(5) | | | 1.21 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.21 | %(4)(5) | | | N/A | | | | N/A | | | | 1.21 | %(5) | | | 1.21 | %(5) | | | N/A | | |
Ratio of Net Investment Income | | | 2.17 | %(4)(5) | | | 1.70 | %(5) | | | 1.74 | %(5) | | | 0.74 | %(5) | | | 2.16 | %(5) | | | 2.00 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 13 | %(3) | | | 57 | % | | | 61 | % | | | 62 | % | | | 30 | % | | | 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) Not annualized.
(4) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Infrastructure Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 11.70 | | | $ | 15.18 | | | $ | 14.40 | | | $ | 15.29 | | | $ | 12.33 | | | $ | 14.55 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.10 | | | | 0.16 | | | | 0.18 | | | | 0.02 | | | | 0.23 | | | | 0.20 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.20 | | | | (1.55 | ) | | | 1.69 | | | | (0.36 | ) | | | 3.08 | | | | (1.44 | ) | |
Total from Investment Operations | | | 0.30 | | | | (1.39 | ) | | | 1.87 | | | | (0.34 | ) | | | 3.31 | | | | (1.24 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.24 | ) | | | (0.21 | ) | | | (0.28 | ) | | | (0.23 | ) | | | (0.24 | ) | |
Net Realized Gain | | | — | | | | (1.85 | ) | | | (0.88 | ) | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | |
Total Distributions | | | — | | | | (2.09 | ) | | | (1.09 | ) | | | (0.55 | ) | | | (0.35 | ) | | | (0.98 | ) | |
Net Asset Value, End of Period | | $ | 12.00 | | | $ | 11.70 | | | $ | 15.18 | | | $ | 14.40 | | | $ | 15.29 | | | $ | 12.33 | | |
Total Return(2) | | | 2.56 | %(3) | | | (9.09 | )% | | | 13.28 | % | | | (2.27 | )% | | | 26.87 | % | | | (8.73 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,708 | | | $ | 2,708 | | | $ | 3,275 | | | $ | 3,163 | | | $ | 3,718 | | | $ | 3,805 | | |
Ratio of Expenses Before Expense Limitation | | | 1.97 | %(4) | | | 1.95 | % | | | 1.98 | % | | | 1.94 | % | | | 1.93 | % | | | 1.87 | % | |
Ratio of Expenses After Expense Limitation | | | 1.78 | %(4)(5) | | | 1.78 | %(5) | | | 1.78 | %(5) | | | 1.78 | %(5) | | | 1.78 | %(5) | | | 1.78 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.78 | %(4)(5) | | | N/A | | | | N/A | | | | 1.78 | %(5) | | | 1.78 | %(5) | | | N/A | | |
Ratio of Net Investment Income | | | 1.60 | %(4)(5) | | | 1.15 | %(5) | | | 1.17 | %(5) | | | 0.17 | %(5) | | | 1.58 | %(5) | | | 1.41 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 13 | %(3) | | | 57 | % | | | 61 | % | | | 62 | % | | | 30 | % | | | 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) Not annualized.
(4) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Infrastructure Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 11.46 | | | $ | 14.90 | | | $ | 14.18 | | | $ | 15.08 | | | $ | 12.17 | | | $ | 14.36 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.08 | | | | 0.12 | | | | 0.14 | | | | (0.02 | ) | | | 0.18 | | | | 0.16 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.21 | | | | (1.54 | ) | | | 1.66 | | | | (0.36 | ) | | | 3.05 | | | | (1.42 | ) | |
Total from Investment Operations | | | 0.29 | | | | (1.42 | ) | | | 1.80 | | | | (0.38 | ) | | | 3.23 | | | | (1.26 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.17 | ) | | | (0.20 | ) | | | (0.25 | ) | | | (0.20 | ) | | | (0.19 | ) | |
Net Realized Gain | | | — | | | | (1.85 | ) | | | (0.88 | ) | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | |
Total Distributions | | | — | | | | (2.02 | ) | | | (1.08 | ) | | | (0.52 | ) | | | (0.32 | ) | | | (0.93 | ) | |
Net Asset Value, End of Period | | $ | 11.75 | | | $ | 11.46 | | | $ | 14.90 | | | $ | 14.18 | | | $ | 15.08 | | | $ | 12.17 | | |
Total Return(2) | | | 2.53 | %(3) | | | (9.42 | )% | | | 12.93 | % | | | (2.53 | )% | | | 26.55 | % | | | (9.02 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,276 | | | $ | 3,314 | | | $ | 4,218 | | | $ | 2,787 | | | $ | 2,901 | | | $ | 2,580 | | |
Ratio of Expenses Before Expense Limitation | | | 2.26 | %(4) | | | 2.22 | % | | | 2.19 | % | | | 2.22 | % | | | 2.20 | % | | | 2.20 | % | |
Ratio of Expenses After Expense Limitation | | | 2.07 | %(4)(5) | | | 2.07 | %(5) | | | 2.07 | %(5) | | | 2.07 | %(5) | | | 2.07 | %(5) | | | 2.07 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.07 | %(4)(5) | | | N/A | | | | N/A | | | | 2.07 | %(5) | | | 2.07 | %(5) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 1.31 | %(4)(5) | | | 0.89 | %(5) | | | 0.92 | %(5) | | | (0.12 | )%(5) | | | 1.30 | %(5) | | | 1.14 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 13 | %(3) | | | 57 | % | | | 61 | % | | | 62 | % | | | 30 | % | | | 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) Not annualized.
(4) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Infrastructure Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 11.69 | | | $ | 15.18 | | | $ | 14.40 | | | $ | 15.29 | | | $ | 12.38 | | | $ | 14.63 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.15 | | | | 0.32 | | | | 0.34 | | | | 0.15 | | | | 0.38 | | | | 0.32 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.21 | | | | (1.60 | ) | | | 1.67 | | | | (0.37 | ) | | | 3.01 | | | | (1.46 | ) | |
Total from Investment Operations | | | 0.36 | | | | (1.28 | ) | | | 2.01 | | | | (0.22 | ) | | | 3.39 | | | | (1.14 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.36 | ) | | | (0.35 | ) | | | (0.40 | ) | | | (0.36 | ) | | | (0.37 | ) | |
Net Realized Gain | | | — | | | | (1.85 | ) | | | (0.88 | ) | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | |
Total Distributions | | | — | | | | (2.21 | ) | | | (1.23 | ) | | | (0.67 | ) | | | (0.48 | ) | | | (1.11 | ) | |
Net Asset Value, End of Period | | $ | 12.05 | | | $ | 11.69 | | | $ | 15.18 | | | $ | 14.40 | | | $ | 15.29 | | | $ | 12.38 | | |
Total Return(3) | | | 3.08 | %(4) | | | (8.35 | )% | | | 14.17 | % | | | (1.37 | )% | | | 27.31 | % | | | (7.92 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 12 | | | $ | 12 | | | $ | 13 | | | $ | 11 | | | $ | 11 | | | $ | 24,462 | | |
Ratio of Expenses Before Expense Limitation | | | 19.48 | %(5) | | | 17.69 | % | | | 20.38 | % | | | 20.65 | % | | | 1.05 | % | | | 1.05 | % | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(5)(6) | | | 0.94 | %(6) | | | 0.94 | %(6) | | | 0.94 | %(6) | | | 0.94 | %(6) | | | 0.94 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.94 | %(5)(6) | | | N/A | | | | N/A | | | | 0.94 | %(6) | | | 0.94 | %(6) | | | N/A | | |
Ratio of Net Investment Income | | | 2.43 | %(5)(6) | | | 2.28 | %(6) | | | 2.21 | %(6) | | | 1.03 | %(6) | | | 2.71 | %(6) | | | 2.26 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 13 | %(4) | | | 57 | % | | | 61 | % | | | 62 | % | | | 30 | % | | | 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) 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.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Infrastructure Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 11.75 | | | $ | 15.25 | | | $ | 14.47 | | | $ | 15.36 | | | $ | 12.38 | | | $ | 14.10 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.15 | | | | 0.32 | | | | 0.34 | | | | 0.15 | | | | 0.35 | | | | 0.20 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.21 | | | | (1.61 | ) | | | 1.67 | | | | (0.37 | ) | | | 3.11 | | | | (0.81 | ) | |
Total from Investment Operations | | | 0.36 | | | | (1.29 | ) | | | 2.01 | | | | (0.22 | ) | | | 3.46 | | | | (0.61 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.36 | ) | | | (0.35 | ) | | | (0.40 | ) | | | (0.36 | ) | | | (0.37 | ) | |
Net Realized Gain | | | — | | | | (1.85 | ) | | | (0.88 | ) | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | |
Total Distributions | | | — | | | | (2.21 | ) | | | (1.23 | ) | | | (0.67 | ) | | | (0.48 | ) | | | (1.11 | ) | |
Net Asset Value, End of Period | | $ | 12.11 | | | $ | 11.75 | | | $ | 15.25 | | | $ | 14.47 | | | $ | 15.36 | | | $ | 12.38 | | |
Total Return(3) | | | 3.06 | %(4) | | | (8.38 | )% | | | 14.18 | % | | | (1.43 | )% | | | 27.99 | % | | | (4.54 | )%(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 12 | | | $ | 12 | | | $ | 13 | | | $ | 11 | | | $ | 11 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 17.42 | %(5) | | | 18.17 | % | | | 17.82 | % | | | 19.68 | % | | | 19.62 | % | | | 18.47 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(5)(6) | | | 0.94 | %(6) | | | 0.94 | %(6) | | | 0.94 | %(6) | | | 0.94 | %(6) | | | 0.94 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.94 | (5)(6) | | | N/A | | | | N/A | | | | 0.94 | %(6) | | | 0.94 | %(6) | | | N/A | | |
Ratio of Net Investment Income | | | 2.47 | %(5)(6) | | | 2.28 | %(6) | | | 2.20 | %(6) | | | 1.03 | %(6) | | | 2.65 | %(6) | | | 2.67 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 13 | %(4) | | | 57 | % | | | 61 | % | | | 62 | % | | | 30 | % | | | 43 | %(4) | |
(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) 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.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 re-ported 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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | 4,160 | | | $ | 8,471 | | | $ | — | | | $ | 12,631 | | |
Communications | | | 21,719 | | | | 18,888 | | | | — | | | | 40,607 | | |
Diversified | | | 18,979 | | | | 15,053 | | | | — | | | | 34,032 | | |
Electricity Transmission & Distribution | | | 21,769 | | | | 14,785 | | | | — | | | | 36,554 | | |
Oil & Gas Storage & Transportation | | | 65,653 | | | | 18,169 | | | | — | | | | 83,822 | | |
Others | | | 18,532 | | | | 652 | | | | — | | | | 19,184 | | |
Toll Roads | | | — | | | | 8,004 | | | | — | | | | 8,004 | | |
Water | | | 5,787 | | | | 6,565 | | | | — | | | | 12,352 | | |
Total Common Stocks | | | 156,599 | | | | 90,587 | | | | — | | | | 247,186 | | |
Short-Term Investments | |
Investment Company | | | 15,468 | | | | — | | | | — | | | | 15,468 | | |
Repurchase Agreements | | | — | | | | 439 | | | | — | | | | 439 | | |
Total Short-Term Investments | | | 15,468 | | | | 439 | | | | — | | | | 15,907 | | |
Total Assets | | $ | 172,067 | | | $ | 91,026 | | | $ | — | | | $ | 263,093 | | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to 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.
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 U.S. 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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 re-bates 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, 2023:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amount Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 5,453 | (a) | | $ | — | | | $ | 5,453 | (b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $5,650,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported 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 borrowings.
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, 2023:
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 | | $ | 5,650 | | | $ | — | | | $ | — | | | $ | — | | | $ | 5,650 | | |
Total Borrowings | | $ | 5,650 | | | $ | — | | | $ | — | | | $ | — | | | $ | 5,650 | | |
Gross amount of recognized liabilities for securities lending transactions | | $ | 5,650 | | |
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 deter-mined 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
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to 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 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, 2023, approximately $152,000 of advisory fees were waived and approximately $117,000 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 aver-age 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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement.
For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $1,000.
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
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $34,026,000 and $51,319,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | — | | | $ | 37,357 | | | $ | 21,889 | | | $ | 113 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 15,468 | | |
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, 2023, 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, 2023, included in "Directors' Fees and Expenses" in the Statement of Operations amounted to approximately $2,000. At June 30, 2023, the Fund had an accrued pension liability of approximately $39,000, 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
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
tax years in the four-year period ended December 31, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 6,885 | | | $ | 35,956 | | | $ | 9,154 | | | $ | 14,602 | | |
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, 2022.
At December 31, 2022 , 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) | |
$ | 1,619 | | | $ | — | | |
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, 2022, the Fund intends to defer to January 1, 2023 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post- October Capital Losses (000) | |
$ | — | | | $ | 5,363 | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate per-centage of such owners was 68.1%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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. 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 and the 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, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFISGISAN
5842848 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Global Insight Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,340.60 | | | $ | 1,019.84 | | | $ | 5.80 | | | $ | 5.01 | | | | 1.00 | % | |
Global Insight Portfolio Class A | | | 1,000.00 | | | | 1,340.10 | | | | 1,018.25 | | | | 7.66 | | | | 6.61 | | | | 1.32 | | |
Global Insight Portfolio Class L | | | 1,000.00 | | | | 1,336.30 | | | | 1,015.62 | | | | 10.72 | | | | 9.25 | | | | 1.85 | | |
Global Insight Portfolio Class C | | | 1,000.00 | | | | 1,333.30 | | | | 1,014.38 | | | | 12.15 | | | | 10.49 | | | | 2.10 | | |
Global Insight Portfolio Class R6 | | | 1,000.00 | | | | 1,342.40 | | | | 1,020.08 | | | | 5.52 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments
Global Insight Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.6%) | |
Brazil (0.7%) | |
NU Holdings Ltd., Class A (a) | | | 86,911 | | | $ | 686 | | |
Canada (7.0%) | |
Shopify, Inc., Class A (a) | | | 103,263 | | | | 6,671 | | |
Israel (6.3%) | |
Global-e Online Ltd. (a) | | | 146,146 | | | | 5,983 | | |
Korea, Republic of (5.2%) | |
Coupang, Inc. (a) | | | 285,125 | | | | 4,961 | | |
Netherlands (8.1%) | |
Adyen NV (a) | | | 3,105 | | | | 5,377 | | |
ASML Holding NV (Registered) | | | 3,117 | | | | 2,259 | | |
| | | 7,636 | | |
Singapore (5.6%) | |
Grab Holdings Ltd., Class A (a) | | | 1,341,813 | | | | 4,602 | | |
Sea Ltd. ADR (a) | | | 12,695 | | | | 737 | | |
| | | 5,339 | | |
Sweden (0.4%) | |
Kinnevik AB, Class B (a) | | | 25,991 | | | | 361 | | |
United States (64.3%) | |
10X Genomics, Inc., Class A (a) | | | 17,120 | | | | 956 | | |
Affirm Holdings, Inc. (a) | | | 71,253 | | | | 1,092 | | |
Agilon health, Inc. (a) | | | 178,924 | | | | 3,103 | | |
Arbutus Biopharma Corp. (a) | | | 145,877 | | | | 336 | | |
Bills Holdings, Inc. (a) | | | 26,015 | | | | 3,040 | | |
Block, Inc., Class A (a) | | | 15,180 | | | | 1,011 | | |
Carvana Co. (a) | | | 53,576 | | | | 1,389 | | |
Cloudflare, Inc., Class A (a) | | | 97,128 | | | | 6,349 | | |
DoorDash, Inc., Class A (a) | | | 49,758 | | | | 3,803 | | |
Doximity, Inc., Class A (a) | | | 44,221 | | | | 1,504 | | |
Ginkgo Bioworks Holdings, Inc. (a) | | | 171,492 | | | | 319 | | |
Illumina, Inc. (a) | | | 6,970 | | | | 1,307 | | |
Intellia Therapeutics, Inc. (a) | | | 7,147 | | | | 291 | | |
MercadoLibre, Inc. (a) | | | 4,115 | | | | 4,875 | | |
MicroStrategy, Inc., Class A (a) | | | 1,466 | | | | 502 | | |
Peloton Interactive, Inc., Class A (a) | | | 102,442 | | | | 788 | | |
ProKidney Corp. (a) | | | 46,143 | | | | 516 | | |
ROBLOX Corp., Class A (a) | | | 83,162 | | | | 3,351 | | |
Roivant Sciences Ltd. (a) | | | 92,934 | | | | 937 | | |
Royalty Pharma PLC, Class A | | | 134,554 | | | | 4,136 | | |
Snowflake, Inc., Class A (a) | | | 26,653 | | | | 4,690 | | |
Spotify Technology SA (a) | | | 3,040 | | | | 488 | | |
Tesla, Inc. (a) | | | 17,345 | | | | 4,540 | | |
Trade Desk, Inc., Class A (a) | | | 78,830 | | | | 6,087 | | |
Uber Technologies, Inc. (a) | | | 126,533 | | | | 5,462 | | |
| | | 60,872 | | |
Total Common Stocks (Cost $90,266) | | | 92,509 | | |
Preferred Stock (0.0%)‡ | |
United States (0.0%)‡ | |
Lookout, Inc., Series F (a)(b)(c) (acquisition cost — $73; acquired 6/17/14) | | | 6,374 | | | | 22 | | |
| | Shares | | Value (000) | |
Investment Company (1.4%) | |
United States (1.4%) | |
Grayscale Bitcoin Trust (a) (Cost $1,860) | | | 67,028 | | | $ | 1,286 | | |
Short-Term Investment (1.0%) | |
Investment Company (1.0%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $931) | | | 931,216 | | | | 931 | | |
Total Investments Excluding Purchased Options (100.0%) (Cost $93,130) | | | 94,748 | | |
Total Purchased Options Outstanding (0.3%) (Cost $408) | | | 265 | | |
Total Investments (100.3%) (Cost $93,538) (d)(e)(f) | | | 95,013 | | |
Liabilities in Excess of Other Assets (–0.3%) | | | (261 | ) | |
Net Assets (100.0%) | | $ | 94,752 | | |
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.
‡ Amount is less than 0.05%.
(a) Non-income producing security.
(b) 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, 2023 amounts to approximately $22,000 and represents less than 0.05% of net assets.
(c) At June 30, 2023, the Fund held a fair valued security valued at approximately $22,000, representing less than 0.05% 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.
(d) Securities are available for collateral in connection with purchased options.
(e) The approximate fair value and percentage of net assets, $5,738,000 and 6.1%, 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 Consolidated Financial Statements.
(f) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $20,059,000 and the aggregate gross unrealized depreciation is approximately $18,584,000, resulting in net unrealized appreciation of approximately $1,475,000.
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, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Global Insight Portfolio
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2023:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Appreciation (Depreciation) (000) | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.43 | | | Jan-24 | | | 17,249,664 | | | $ | 17,250 | | | $ | 112 | | | $ | 81 | | | $ | 31 | | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.53 | | | Jul-23 | | | 23,789,374 | | | | 23,789 | | | | 5 | | | | 119 | | | | (114 | ) | |
Standard Chartered Bank | | USD/CNH | | CNH | 7.57 | | | Aug-23 | | | 26,273,872 | | | | 26,274 | | | | 19 | | | | 117 | | | | (98 | ) | |
Standard Chartered Bank | | USD/CNH | | CNH | 7.57 | | | May-24 | | | 21,463,987 | | | | 21,464 | | | | 129 | | | | 91 | | | | 38 | | |
Goldman Sachs International | | USD/CNH | | CNH | 7.87 | | | Oct-23 | | | 199,460 | | | | 199 | | | | — | @ | | | 1 | | | | (1 | ) | |
| | | | | | | | | | | | $ | 265 | | | $ | 409 | | | $ | (144 | ) | |
@ Value is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 39.5 | % | |
Information Technology Services | | | 18.6 | | |
Broadline Retail | | | 16.6 | | |
Ground Transportation | | | 10.5 | | |
Financial Services | | | 8.4 | | |
Media | | | 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, 2023 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $92,607) | | $ | 94,082 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $931) | | | 931 | | |
Total Investments in Securities, at Value (Cost $93,538) | | | 95,013 | | |
Foreign Currency, at Value (Cost $13) | | | 13 | | |
Tax Reclaim Receivable | | | 42 | | |
Receivable for Fund Shares Sold | | | 16 | | |
Receivable from Affiliate | | | 7 | | |
Dividends Receivable | | | 1 | | |
Receivable from Securities Lending Income | | | — | @ | |
Other Assets | | | 76 | | |
Total Assets | | | 95,168 | | |
Liabilities: | |
Due to Broker | | | 170 | | |
Payable for Advisory Fees | | | 114 | | |
Payable for Professional Fees | | | 51 | | |
Payable for Fund Shares Redeemed | | | 21 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 9 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 4 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | 1 | | |
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 | | | 4 | | |
Payable for Administration Fees | | | 6 | | |
Payable for Custodian Fees | | | 5 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Other Liabilities | | | 26 | | |
Total Liabilities | | | 416 | | |
Net Assets | | $ | 94,752 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 220,532 | | |
Total Accumulated Loss | | | (125,780 | ) | |
Net Assets | | $ | 94,752 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 66,623 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 6,410,317 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.39 | | |
CLASS A: | |
Net Assets | | $ | 23,094 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,335,150 | | |
Net Asset Value, Redemption Price Per Share | | $ | 9.89 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.55 | | |
Maximum Offering Price Per Share | | $ | 10.44 | | |
CLASS L: | |
Net Assets | | $ | 229 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 25,624 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.94 | | |
CLASS C: | |
Net Assets | | $ | 4,801 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 558,312 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.60 | | |
CLASS R6: | |
Net Assets | | $ | 5 | | |
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 | | $ | 10.39 | | |
@ 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, 2023 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $3 of Foreign Taxes Withheld) | | $ | 117 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 32 | | |
Income from Securities Loaned — Net | | | 11 | | |
Total Investment Income | | | 160 | | |
Expenses: | |
Advisory Fees (Note B) | | | 347 | | |
Professional Fees | | | 78 | | |
Shareholder Services Plan Fees — Class A (Note D) | | | 26 | | |
Distribution Plan and Shareholder Services Plan Fees — Class C (Note D) | | | 24 | | |
Distribution Plan and Shareholder Services Plan Fees — Class L (Note D) | | | 1 | | |
Sub Transfer Agency Fees — Class I | | | 21 | | |
Sub Transfer Agency Fees — Class A | | | 13 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 2 | | |
Administration Fees (Note C) | | | 35 | | |
Registration Fees | | | 33 | | |
Shareholder Reporting Fees | | | 14 | | |
Custodian Fees (Note F) | | | 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) | | | 1 | | |
Pricing Fees | | | 2 | | |
Directors' Fees and Expenses | | | 2 | | |
Other Expenses | | | 9 | | |
Total Expenses | | | 628 | | |
Waiver of Advisory Fees (Note B) | | | (120 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (10 | ) | |
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 R6 (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (1 | ) | |
Net Expenses | | | 493 | | |
Net Investment Loss | | | (333 | ) | |
Realized Loss: | |
Investments Sold | | | (15,195 | ) | |
Foreign Currency Translation | | | (2 | ) | |
Net Realized Loss | | | (15,197 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 40,785 | | |
Foreign Currency Translation | | | 1 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 40,786 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 25,589 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 25,256 | | |
@ 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, 2023
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (333 | ) | | $ | (1,109 | ) | |
Net Realized Loss | | | (15,197 | ) | | | (91,822 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 40,786 | | | | (53,379 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 25,256 | | | | (146,310) | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (59 | ) | |
Class A | | | — | | | | (21 | ) | |
Class L | | | — | | | | (— | @) | |
Class C | | | — | | | | (6 | ) | |
Class R6* | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (86 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 6,064 | | | | 41,330 | | |
Distributions Reinvested | | | — | | | | 58 | | |
Redeemed | | | (12,218 | ) | | | (86,880 | ) | |
Class A: | |
Subscribed | | | 1,057 | | | | 6,444 | | |
Distributions Reinvested | | | — | | | | 21 | | |
Redeemed | | | (3,332 | ) | | | (23,332 | ) | |
Class L: | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | — | | | | (87 | ) | |
Class C: | |
Subscribed | | | 65 | | | | 1,048 | | |
Distributions Reinvested | | | — | | | | 6 | | |
Redeemed | | | (903 | ) | | | (5,335 | ) | |
Class R6:* | |
Distributions Reinvested | | | — | | | | — | @ | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (9,267 | ) | | | (66,727 | ) | |
Total Increase (Decrease) in Net Assets | | | 15,989 | | | | (213,123 | ) | |
Net Assets: | |
Beginning of Period | | | 78,763 | | | | 291,886 | | |
End of Period | | $ | 94,752 | | | $ | 78,763 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 660 | | | | 3,866 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 7 | | |
Shares Redeemed | | | (1,362 | ) | | | (7,746 | ) | |
Net Decrease in Class I Shares Outstanding | | | (702 | ) | | | (3,873 | ) | |
Class A: | |
Shares Subscribed | | | 119 | | | | 590 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3 | | |
Shares Redeemed | | | (380 | ) | | | (2,115 | ) | |
Net Decrease in Class A Shares Outstanding | | | (261 | ) | | | (1,522 | ) | |
Class L: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | — | | | | (12 | ) | |
Net Decrease in Class L Shares Outstanding | | | — | | | | (12 | ) | |
Class C: | |
Shares Subscribed | | | 8 | | | | 110 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (117 | ) | | | (601 | ) | |
Net Decrease in Class C Shares Outstanding | | | (109 | ) | | | (490 | ) | |
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.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Insight Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 7.75 | | | $ | 18.32 | | | $ | 33.83 | | | $ | 17.96 | | | $ | 13.96 | | | $ | 15.43 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.03 | ) | | | (0.07 | ) | | | (0.04 | ) | | | (0.24 | ) | | | (0.02 | ) | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.67 | | | | (10.49 | ) | | | (5.05 | ) | | | 17.29 | | | | 4.41 | | | | (0.80 | ) | |
Total from Investment Operations | | | 2.64 | | | | (10.56 | ) | | | (5.09 | ) | | | 17.05 | | | | 4.39 | | | | (0.83 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | (10.41 | ) | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (10.42 | ) | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | |
Net Asset Value, End of Period | | $ | 10.39 | | | $ | 7.75 | | | $ | 18.32 | | | $ | 33.83 | | | $ | 17.96 | | | $ | 13.96 | | |
Total Return(3) | | | 34.06 | %(4) | | | (57.65 | )% | | | (14.25 | )% | | | 94.98 | % | | | 31.49 | % | | | (5.75 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 66,623 | | | $ | 55,114 | | | $ | 201,294 | | | $ | 314,038 | | | $ | 87,595 | | | $ | 60,271 | | |
Ratio of Expenses Before Expense Limitation | | | 1.31 | %(5) | | | 1.34 | % | | | 1.08 | % | | | N/A | | | | 1.21 | % | | | 1.82 | % | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(5)(6) | | | 1.00 | %(6) | | | 1.00 | %(6)(7) | | | 1.09 | %(6) | | | 1.09 | %(6) | | | 1.09 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.00 | %(6) | | | 1.00 | %(6)(7) | | | N/A | | | | 1.09 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.63 | )%(5)(6) | | | (0.71 | )%(6) | | | (0.12 | )%(6) | | | (0.94 | )%(6) | | | (0.11 | )%(6) | | | (0.19 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 22 | %(4) | | | 51 | % | | | 112 | % | | | 85 | % | | | 95 | % | | | 130 | % | |
(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) Not annualized.
(5) Annualized.
(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 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.
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Insight Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 7.38 | | | $ | 17.52 | | | $ | 32.98 | | | $ | 17.57 | | | $ | 13.71 | | | $ | 15.21 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.04 | ) | | | (0.11 | ) | | | (0.13 | ) | | | (0.29 | ) | | | (0.07 | ) | | | (0.08 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.55 | | | | (10.02 | ) | | | (4.92 | ) | | | 16.88 | | | | 4.32 | | | | (0.78 | ) | |
Total from Investment Operations | | | 2.51 | | | | (10.13 | ) | | | (5.05 | ) | | | 16.59 | | | | 4.25 | | | | (0.86 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | (10.41 | ) | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | |
Net Asset Value, End of Period | | $ | 9.89 | | | $ | 7.38 | | | $ | 17.52 | | | $ | 32.98 | | | $ | 17.57 | | | $ | 13.71 | | |
Total Return(3) | | | 34.01 | %(4) | | | (57.83 | )% | | | (14.49 | )% | | | 94.46 | % | | | 31.04 | % | | | (6.03 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 23,094 | | | $ | 19,176 | | | $ | 72,157 | | | $ | 103,550 | | | $ | 43,576 | | | $ | 33,240 | | |
Ratio of Expenses Before Expense Limitation | | | 1.62 | %(5) | | | 1.64 | % | | | 1.36 | % | | | N/A | | | | 1.48 | % | | | 1.95 | % | |
Ratio of Expenses After Expense Limitation | | | 1.32 | %(5)(6) | | | 1.32 | %(6) | | | 1.30 | %(6)(7) | | | 1.35 | %(6) | | | 1.41 | %(6) | | | 1.41 | %(6)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.32 | %(6) | | | 1.30 | %(6)(7) | | | N/A | | | | 1.41 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.94 | )%(5)(6) | | | (1.03 | )%(6) | | | (0.41 | )%(6) | | | (1.20 | )%(6) | | | (0.43 | )%(6) | | | (0.54 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 22 | %(4) | | | 51 | % | | | 112 | % | | | 85 | % | | | 95 | % | | | 130 | % | |
(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) Not annualized.
(5) Annualized.
(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 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.
(8) 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.
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Insight Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 6.69 | | | $ | 15.97 | | | $ | 31.34 | | | $ | 16.82 | | | $ | 13.21 | | | $ | 14.75 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.06 | ) | | | (0.14 | ) | | | (0.30 | ) | | | (0.40 | ) | | | (0.16 | ) | | | (0.16 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.31 | | | | (9.13 | ) | | | (4.66 | ) | | | 16.10 | | | | 4.16 | | | | (0.74 | ) | |
Total from Investment Operations | | | 2.25 | | | | (9.27 | ) | | | (4.96 | ) | | | 15.70 | | | | 4.00 | | | | (0.90 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | (10.41 | ) | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | |
Net Asset Value, End of Period | | $ | 8.94 | | | $ | 6.69 | | | $ | 15.97 | | | $ | 31.34 | | | $ | 16.82 | | | $ | 13.21 | | |
Total Return(3) | | | 33.63 | %(4) | | | (58.06 | )% | | | (14.96 | )% | | | 93.38 | % | | | 30.32 | % | | | (6.50 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 229 | | | $ | 171 | | | $ | 602 | | | $ | 923 | | | $ | 573 | | | $ | 462 | | |
Ratio of Expenses Before Expense Limitation | | | 3.07 | %(5) | | | 2.72 | % | | | 2.04 | % | | | 2.09 | % | | | 2.16 | % | | | 3.29 | % | |
Ratio of Expenses After Expense Limitation | | | 1.85 | %(5)(6) | | | 1.85 | %(6) | | | 1.87 | %(6)(7) | | | 1.94 | %(6) | | | 1.94 | %(6) | | | 1.94 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.85 | %(6) | | | 1.87 | %(6)(7) | | | N/A | | | | 1.94 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (1.48 | )%(5)(6) | | | (1.54 | )%(6) | | | (0.98 | )%(6) | | | (1.79 | )%(6) | | | (0.96 | )%(6) | | | (1.03 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 22 | %(4) | | | 51 | % | | | 112 | % | | | 85 | % | | | 95 | % | | | 130 | % | |
(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) Not annualized.
(5) Annualized.
(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 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.
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Insight Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 6.45 | | | $ | 15.40 | | | $ | 30.73 | | | $ | 16.54 | | | $ | 13.03 | | | $ | 14.60 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.06 | ) | | | (0.16 | ) | | | (0.34 | ) | | | (0.43 | ) | | | (0.19 | ) | | | (0.18 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.21 | | | | (8.78 | ) | | | (4.58 | ) | | | 15.80 | | | | 4.09 | | | | (0.75 | ) | |
Total from Investment Operations | | | 2.15 | | | | (8.94 | ) | | | (4.92 | ) | | | 15.37 | | | | 3.90 | | | | (0.93 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | (10.41 | ) | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | |
Net Asset Value, End of Period | | $ | 8.60 | | | $ | 6.45 | | | $ | 15.40 | | | $ | 30.73 | | | $ | 16.54 | | | $ | 13.03 | | |
Total Return(3) | | | 33.33 | %(4) | | | (58.07 | )% | | | (15.14 | )% | | | 92.97 | % | | | 29.97 | % | | | (6.77 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,801 | | | $ | 4,298 | | | $ | 17,824 | | | $ | 20,633 | | | $ | 10,984 | | | $ | 9,272 | | |
Ratio of Expenses Before Expense Limitation | | | 2.37 | %(5) | | | 2.36 | % | | | 2.08 | % | | | N/A | | | | 2.24 | % | | | 2.70 | % | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(5)(6) | | | 2.06 | %(6) | | | 2.04 | %(6)(7) | | | 2.11 | %(6) | | | 2.19 | %(6) | | | 2.19 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.06 | %(6) | | | 2.04 | %(6)(7) | | | N/A | | | | 2.19 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (1.72 | )%(5)(6) | | | (1.76 | )%(6) | | | (1.14 | )%(6) | | | (1.96 | )%(6) | | | (1.21 | )%(6) | | | (1.29 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 22 | %(4) | | | 51 | % | | | 112 | % | | | 85 | % | | | 95 | % | | | 130 | % | |
(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) Not annualized.
(5) Annualized.
(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 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.
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Insight Portfolio
| | Class R6(1) | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period from June 14, 2021(2) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 7.74 | | | $ | 18.30 | | | $ | 33.39 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.03 | ) | | | (0.07 | ) | | | (0.20 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.68 | | | | (10.48 | ) | | | (4.45 | ) | |
Total from Investment Operations | | | 2.65 | | | | (10.55 | ) | | | (4.65 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | (10.41 | ) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (10.44 | ) | |
Net Asset Value, End of Period | | $ | 10.39 | | | $ | 7.74 | | | $ | 18.30 | | |
Total Return(4) | | | 34.24 | %(5) | | | (57.66 | )% | | | (13.11 | )%(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 5 | | | $ | 4 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 49.95 | %(6) | | | 44.13 | % | | | 17.00 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(6)(7) | | | 0.95 | %(7) | | | 0.95 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.95 | %(7) | | | 0.95 | %(6)(7) | |
Ratio of Net Investment Loss | | | (0.58 | )%(6)(7) | | | (0.67 | )%(7) | | | (0.62 | )%(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 22 | %(5) | | | 51 | % | | | 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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 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 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, 2023, the Subsidiary represented approximately $1,467,000 or approximately 1.55% 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.
In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"), which clarifies the guidance in ASC Topic No. 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and introduces new disclosures related to such equity security. ASU 2022-03 clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security's unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security's fair value (i.e., the entity should not apply a discount related to the contractual sale restriction, as stated in ASC 820-10-35-36B as amended by ASU 2022-03). In addition, ASU 2022-03 prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. The new guidance is effective for public companies with annual reporting periods in fiscal years beginning after December 15, 2023, and interim periods in the following year, with early adoption permitted. At this time, management is currently evaluating the impact of ASU 2022-03.
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
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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/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/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) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (5) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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: FASB ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
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 | | $ | 4,540 | | | $ | — | | | $ | — | | | $ | 4,540 | | |
Banks | | | 686 | | | | — | | | | — | | | | 686 | | |
Biotechnology | | | 2,080 | | | | — | | | | — | | | | 2,080 | | |
Broadline Retail | | | 15,819 | | | | — | | | | — | | | | 15,819 | | |
Chemicals | | | 319 | | | | — | | | | — | | | | 319 | | |
Entertainment | | | 4,576 | | | | — | | | | — | | | | 4,576 | | |
Financial Services | | | 2,103 | | | | 5,738 | | | | — | | | | 7,841 | | |
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) | |
Ground Transportation | | $ | 10,064 | | | $ | — | | | $ | — | | | $ | 10,064 | | |
Health Care Providers & Services | | | 3,103 | | | | — | | | | — | | | | 3,103 | | |
Health Care Technology | | | 1,504 | | | | — | | | | — | | | | 1,504 | | |
Hotels, Restaurants & Leisure | | | 3,803 | | | | — | | | | — | | | | 3,803 | | |
Information Technology Services | | | 17,710 | | | | — | | | | — | | | | 17,710 | | |
Leisure Products | | | 788 | | | | — | | | | — | | | | 788 | | |
Life Sciences Tools & Services | | | 2,263 | | | | — | | | | — | | | | 2,263 | | |
Media | | | 6,087 | | | | — | | | | — | | | | 6,087 | | |
Pharmaceuticals | | | 4,136 | | | | — | | | | — | | | | 4,136 | | |
Semiconductors & Semiconductor Equipment | | | 2,259 | | | | — | | | | — | | | | 2,259 | | |
Software | | | 3,542 | | | | — | | | | — | | | | 3,542 | | |
Specialty Retail | | | 1,389 | | | | — | | | | — | | | | 1,389 | | |
Total Common Stocks | | | 86,771 | | | | 5,738 | | | | — | | | | 92,509 | | |
Preferred Stock | |
Software | | | — | | | | — | | | | 22 | | | | 22 | | |
Investment Company | | | 1,286 | | | | — | | | | — | | | | 1,286 | | |
Call Options Purchased | | | — | | | | 265 | | | | — | | | | 265 | | |
Short-Term Investment | |
Investment Company | | | 931 | | | | — | | | | — | | | | 931 | | |
Total Assets | | $ | 88,988 | | | $ | 6,003 | | | $ | 22 | | | $ | 95,013 | | |
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) | |
Beginning Balance | | $ | 30 | | |
Purchases | | | — | | |
Sales | | | — | | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | (8 | ) | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | 22 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2023 | | $ | (8 | ) | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023. 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, 2023:
| | Fair Value at June 30, 2023 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
| Preferred Stock
| | | $ | 22 | | | Discounted Cash Flow | | Weighted Average Cost of Capital | | | 15.0 | % | | Decrease | |
| | | | | | | | Perpetual Growth Rate | | | 3.5 | % | | Increase | |
| | | | | | Market Comparable Companies | | Enterprise Value/ Revenue | | | 8.5 | x | | Increase | |
| | | | | | | | Discount for Lack of Marketability | | | 16.0 | % | | Decrease | |
| | | |
| | Comparable Transactions | | Enterprise Value/ Revenue | | | 9.3 | x | | 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.
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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
foreign investments in U.S. 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. Derivative instruments used by the Fund will be counted towards the Fund's exposure in the types of securities listed herein to the extent they have economic characteristics similar to such securities. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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 writes 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
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 265 | (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, 2023 in accordance with ASC 815:
Net Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | �� | Investments (Purchased Options) | | $ | (58 | )(a) | |
(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2023, 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(b) (000) | | Liabilities(b) (000) | |
Purchased Options | | $ | 265 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(b) 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.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2023:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(b) (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | — | @ | | $ | — | | | $ | (— | @) | | $ | 0 | | |
JPMorgan Chase Bank NA | | | 117 | | | | — | | | | (20 | ) | | | 97 | | |
Standard Chartered Bank | | | 148 | | | | — | | | | (40 | ) | | | 108 | | |
Total | | $ | 265 | | | $ | — | | | $ | (60 | ) | | $ | 205 | | |
@ Amount is less than $500.
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(b) 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, 2023, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 74,667,000 | | |
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, 2023, 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 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
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 | |
| 0.80 | % | | | 0.75 | % | |
For the six months ended June 30, 2023, 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 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, 2023, approximately $120,000 of advisory fees were waived and approximately $14,000 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
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $18,783,000 and $28,633,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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 adminis-
tration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 767 | | | $ | 16,662 | | | $ | 16,498 | | | $ | 32 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 931 | | |
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, 2023, 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 RIC 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
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated 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 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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 86 | | | $ | — | | | $ | 23,356 | | | $ | 96,004 | | |
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, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 3,228 | | | $ | (3,228 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital
losses of approximately $41,309,000 and $34,499,000, 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, 2022, the Fund intends to defer to January 1, 2023 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$ | 423 | | | $ | 18,466 | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 57.3%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to cryptocurrencies 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
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions im-
pact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGISAN
5842781 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Global Opportunity Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 25 | | |
Liquidity Risk Management Program | | | 27 | | |
U.S. Customer Privacy Notice | | | 28 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,343.70 | | | $ | 1,019.98 | | | $ | 5.64 | | | $ | 4.86 | | | | 0.97 | % | |
Global Opportunity Portfolio Class A | | | 1,000.00 | | | | 1,341.80 | | | | 1,018.60 | | | | 7.26 | | | | 6.26 | | | | 1.25 | | |
Global Opportunity Portfolio Class L | | | 1,000.00 | | | | 1,341.30 | | | | 1,018.10 | | | | 7.84 | | | | 6.76 | | | | 1.35 | | |
Global Opportunity Portfolio Class C | | | 1,000.00 | | | | 1,337.10 | | | | 1,015.03 | | | | 11.42 | | | | 9.84 | | | | 1.97 | | |
Global Opportunity Portfolio Class R6 | | | 1,000.00 | | | | 1,344.40 | | | | 1,020.48 | | | | 5.06 | | | | 4.36 | | | | 0.87 | | |
Global Opportunity Portfolio Class IR | | | 1,000.00 | | | | 1,344.40 | | | | 1,020.48 | | | | 5.06 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments
Global Opportunity Portfolio
| | Shares | | Value (000) | |
Common Stocks (99.3%) | |
Argentina (0.6%) | |
Globant SA (a) | | | 91,714 | | | $ | 16,483 | | |
Brazil (0.9%) | |
NU Holdings Ltd., Class A (a) | | | 3,209,225 | | | | 25,321 | | |
Canada (4.7%) | |
Shopify, Inc., Class A (a) | | | 2,011,859 | | | | 129,966 | | |
China (3.8%) | |
Meituan, Class B (a)(b) | | | 3,639,900 | | | | 57,077 | | |
Trip.com Group Ltd. ADR (a) | | | 1,347,354 | | | | 47,157 | | |
| | | 104,234 | | |
Denmark (6.5%) | |
DSV AS | | | 842,732 | | | | 177,009 | | |
France (3.4%) | |
Hermes International | | | 43,143 | | | | 93,781 | | |
Germany (1.4%) | |
Adidas AG | | | 193,395 | | | | 37,543 | | |
India (9.0%) | |
HDFC Bank Ltd. | | | 8,112,673 | | | | 168,361 | | |
ICICI Bank Ltd. ADR | | | 3,352,129 | | | | 77,367 | | |
| | | 245,728 | | |
Italy (4.1%) | |
Moncler SpA | | | 1,623,210 | | | | 112,306 | | |
Japan (1.6%) | |
Keyence Corp. | | | 93,500 | | | | 44,427 | | |
Korea, Republic of (4.7%) | |
Coupang, Inc. (a) | | | 5,660,066 | | | | 98,485 | | |
KakaoBank Corp. | | | 611,700 | | | | 11,120 | | |
NAVER Corp. | | | 147,638 | | | | 20,667 | | |
| | | 130,272 | | |
Netherlands (1.0%) | |
Adyen NV (a) | | | 16,092 | | | | 27,866 | | |
Singapore (1.5%) | |
Grab Holdings Ltd., Class A (a) | | | 11,991,438 | | | | 41,131 | | |
United States (56.1%) | |
Adobe, Inc. (a) | | | 231,182 | | | | 113,046 | | |
Amazon.com, Inc. (a) | | | 848,141 | | | | 110,564 | | |
Block, Inc., Class A (a) | | | 850,626 | | | | 56,626 | | |
DoorDash, Inc., Class A (a) | | | 716,296 | | | | 54,739 | | |
Endeavor Group Holdings, Inc., Class A (a) | | | 1,092,071 | | | | 26,122 | | |
Magic Leap, Inc., Class A (a)(c)(d) (acquisition cost — $3,175; acquired 12/22/15) | | | 6,530 | | | | — | | |
Mastercard, Inc., Class A | | | 161,144 | | | | 63,378 | | |
MercadoLibre, Inc. (a) | | | 116,521 | | | | 138,031 | | |
Meta Platforms, Inc., Class A (a) | | | 549,958 | | | | 157,827 | | |
Salesforce, Inc. (a) | | | 394,418 | | | | 83,325 | | |
ServiceNow, Inc. (a) | | | 359,236 | | | | 201,880 | | |
Snowflake, Inc., Class A (a) | | | 73,829 | | | | 12,992 | | |
Spotify Technology SA (a) | | | 541,455 | | | | 86,931 | | |
Uber Technologies, Inc. (a) | | | 6,043,626 | | | | 260,903 | | |
| | Shares | | Value (000) | |
Visa, Inc., Class A | | | 322,747 | | | $ | 76,646 | | |
Walt Disney Co. (a) | | | 899,570 | | | | 80,314 | | |
World Wrestling Entertainment, Inc., Class A | | | 169,904 | | | | 18,429 | | |
| | | 1,541,753 | | |
Total Common Stocks (Cost $1,694,767) | | | 2,727,820 | | |
Short-Term Investment (1.4%) | |
Investment Company (1.4%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $38,689) | | | 38,688,922 | | | | 38,689 | | |
Total Investments (100.7%) (Cost $1,733,456) (e)(f) | | | 2,766,509 | | |
Liabilities in Excess of Other Assets (–0.7%) | | | (18,725 | ) | |
Net Assets (100.0%) | | $ | 2,747,784 | | |
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 security (excluding 144A holdings) at June 30, 2023 amounts to $0 and represents 0.0% of net assets.
(d) At June 30, 2023, the Fund held a fair valued security valued 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) The approximate fair value and percentage of net assets, $750,157,000 and 27.3%, 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 Consolidated Financial Statements.
(f) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $1,190,633,000 and the aggregate gross unrealized depreciation is approximately $157,580,000, resulting in net unrealized appreciation of approximately $1,033,053,000.
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, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Global Opportunity Portfolio
Portfolio Composition
Classification | | Percentage of Total Investments | |
Software | | | 14.4 | % | |
Broadline Retail | | | 12.6 | | |
Ground Transportation | | | 10.9 | | |
Banks | | | 10.2 | | |
Textiles, Apparel & Luxury Goods | | | 8.8 | | |
Financial Services | | | 8.1 | | |
Entertainment | | | 7.6 | | |
Interactive Media & Services | | | 6.4 | | |
Air Freight & Logistics | | | 6.4 | | |
Information Technology Services | | | 5.8 | | |
Hotels, Restaurants & Leisure | | | 5.8 | | |
Other* | | | 3.0 | | |
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 consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Global Opportunity Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $1,694,767) | | $ | 2,727,820 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $38,689) | | | 38,689 | | |
Total Investments in Securities, at Value (Cost $1,733,456) | | | 2,766,509 | | |
Foreign Currency, at Value (Cost $118) | | | 118 | | |
Cash | | | 3 | | |
Dividends Receivable | | | 1,521 | | |
Receivable for Fund Shares Sold | | | 1,260 | | |
Tax Reclaim Receivable | | | 796 | | |
Receivable from Affiliate | | | 152 | | |
Receivable for Investments Sold | | | 17 | | |
Other Assets | | | 329 | | |
Total Assets | | | 2,770,705 | | |
Liabilities: | |
Payable for Investments Purchased | | | 7,495 | | |
Deferred Capital Gain Country Tax | | | 5,849 | | |
Payable for Advisory Fees | | | 4,789 | | |
Payable for Fund Shares Redeemed | | | 3,513 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 293 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 102 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 2 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 24 | | |
Payable for Shareholder Services Fees — Class A | | | 167 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 156 | | |
Payable for Administration Fees | | | 177 | | |
Payable for Custodian Fees | | | 61 | | |
Payable for Professional Fees | | | 56 | | |
Payable for Transfer Agency Fees — Class I | | | 5 | | |
Payable for Transfer Agency Fees — Class A | | | 10 | | |
Payable for Transfer Agency Fees — Class L | | | 2 | | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6 | | | 1 | | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Other Liabilities | | | 218 | | |
Total Liabilities | | | 22,921 | | |
Net Assets | | $ | 2,747,784 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 1,834,182 | | |
Total Distributable Earnings | | | 913,602 | | |
Net Assets | | $ | 2,747,784 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Global Opportunity Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 1,501,521 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 54,947,166 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 27.33 | | |
CLASS A: | |
Net Assets | | $ | 831,849 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 32,298,692 | | |
Net Asset Value, Redemption Price Per Share | | $ | 25.75 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.43 | | |
Maximum Offering Price Per Share | | $ | 27.18 | | |
CLASS L: | |
Net Assets | | $ | 31,953 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,266,363 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 25.23 | | |
CLASS C: | |
Net Assets | | $ | 183,644 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 7,793,813 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 23.56 | | |
CLASS R6: | |
Net Assets | | $ | 88,734 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,224,645 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 27.52 | | |
CLASS IR: | |
Net Assets | | $ | 110,083 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,994,252 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 27.56 | | |
@ 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, 2023 (unaudited)
Global Opportunity Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $932 of Foreign Taxes Withheld) | | $ | 5,397 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 749 | | |
Total Investment Income | | | 6,146 | | |
Expenses: | |
Advisory Fees (Note B) | | | 9,358 | | |
Shareholder Services Fees — Class A (Note D) | | | 952 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 107 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 835 | | |
Sub Transfer Agency Fees — Class I | | | 656 | | |
Sub Transfer Agency Fees — Class A | | | 404 | | |
Sub Transfer Agency Fees — Class L | | | 7 | | |
Sub Transfer Agency Fees — Class C | | | 83 | | |
Administration Fees (Note C) | | | 1,006 | | |
Transfer Agency Fees — Class I (Note E) | | | 31 | | |
Transfer Agency Fees — Class A (Note E) | | | 113 | | |
Transfer Agency Fees — Class L (Note E) | | | 19 | | |
Transfer Agency Fees — Class C (Note E) | | | 4 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 9 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 146 | | |
Shareholder Reporting Fees | | | 117 | | |
Professional Fees | | | 86 | | |
Registration Fees | | | 65 | | |
Directors' Fees and Expenses | | | 23 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 75 | | |
Total Expenses | | | 14,099 | | |
Distribution Fees — Class L Shares waived (Note D) | | | (64 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (32 | ) | |
Reimbursement of Class Specific Expenses — Class R6 (Note B) | | | (8 | ) | |
Net Expenses | | | 13,995 | | |
Net Investment Loss | | | (7,849 | ) | |
Realized Gain (Loss): | |
Investments Sold (Net of $907 of Capital Gain Country Tax) | | | 26,753 | | |
Foreign Currency Translation | | | (67 | ) | |
Net Realized Gain | | | 26,686 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $263) | | | 718,503 | | |
Foreign Currency Translation | | | 32 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 718,535 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 745,221 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 737,372 | | |
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Global Opportunity Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (7,849 | ) | | $ | (29,730 | ) | |
Net Realized Gain | | | 26,686 | | | | 144,760 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 718,535 | | | | (2,776,642 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 737,372 | | | | (2,661,612 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (245,165 | ) | |
Class A | | | — | | | | (138,660 | ) | |
Class L | | | — | | | | (5,119 | ) | |
Class C | | | — | | | | (33,274 | ) | |
Class R6* | | | — | | | | (15,609 | ) | |
Class IR | | | — | | | | (19,569 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (457,396 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 172,362 | | | | 597,831 | | |
Distributions Reinvested | | | — | | | | 234,271 | | |
Redeemed | | | (291,857 | ) | | | (2,265,331 | ) | |
Class A: | |
Subscribed | | | 23,050 | | | | 74,546 | | |
Distributions Reinvested | | | — | | | | 136,586 | | |
Redeemed | | | (89,610 | ) | | | (327,122 | ) | |
Class L: | |
Exchanged | | | 5 | | | | 81 | | |
Distributions Reinvested | | | — | | | | 4,829 | | |
Redeemed | | | (1,115 | ) | | | (3,732 | ) | |
Class C: | |
Subscribed | | | 10,142 | | | | 11,942 | | |
Distributions Reinvested | | | — | | | | 32,674 | | |
Redeemed | | | (23,476 | ) | | | (117,606 | ) | |
Class R6:* | |
Subscribed | | | 4,064 | | | | 39,201 | | |
Distributions Reinvested | | | — | | | | 14,898 | | |
Redeemed | | | (16,118 | ) | | | (137,749 | ) | |
Class IR: | |
Subscribed | | | — | | | | 21,000 | | |
Distributions Reinvested | | | — | | | | 19,569 | | |
Redeemed | | | (27,332 | ) | | | — | | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (239,885 | ) | | | (1,664,112 | ) | |
Total Increase (Decrease) in Net Assets | | | 497,487 | | | | (4,783,120 | ) | |
Net Assets: | |
Beginning of Period | | | 2,250,297 | | | | 7,033,417 | | |
End of Period | | $ | 2,747,784 | | | $ | 2,250,297 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Global Opportunity Portfolio
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 7,154 | | | | 19,655 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 11,400 | | |
Shares Redeemed | | | (12,146 | ) | | | (78,663 | ) | |
Net Decrease in Class I Shares Outstanding | | | (4,992 | ) | | | (47,608 | ) | |
Class A: | |
Shares Subscribed | | | 995 | | | | 2,599 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 7,041 | | |
Shares Redeemed | | | (3,924 | ) | | | (12,083 | ) | |
Net Decrease in Class A Shares Outstanding | | | (2,929 | ) | | | (2,443 | ) | |
Class L: | |
Shares Exchanged | | | — | @@ | | | 3 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 254 | | |
Shares Redeemed | | | (50 | ) | | | (144 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | (50 | ) | | | 113 | | |
Class C: | |
Shares Subscribed | | | 470 | | | | 448 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,834 | | |
Shares Redeemed | | | (1,123 | ) | | | (4,550 | ) | |
Net Decrease in Class C Shares Outstanding | | | (653 | ) | | | (2,268 | ) | |
Class R6:* | |
Shares Subscribed | | | 165 | | | | 1,176 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 720 | | |
Shares Redeemed | | | (649 | ) | | | (4,898 | ) | |
Net Decrease in Class R6 Shares Outstanding | | | (484 | ) | | | (3,002 | ) | |
Class IR: | |
Shares Subscribed | | | — | | | | 586 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 944 | | |
Shares Redeemed | | | (1,145 | ) | | | — | | |
Net Increase (Decrease) in Class IR Shares Outstanding | | | (1,145 | ) | | | 1,530 | | |
* 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, 2023
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 20.34 | | | $ | 42.69 | | | $ | 44.75 | | | $ | 29.12 | | | $ | 21.50 | | | $ | 22.94 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.06 | ) | | | (0.19 | ) | | | (0.36 | ) | | | (0.28 | ) | | | (0.12 | ) | | | (0.07 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 7.05 | | | | (17.49 | ) | | | 0.40 | | | | 16.43 | | | | 7.74 | | | | (1.20 | ) | |
Total from Investment Operations | | | 6.99 | | | | (17.68 | ) | | | 0.04 | | | | 16.15 | | | | 7.62 | | | | (1.27 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.67 | ) | | | (2.10 | ) | | | (0.52 | ) | | | — | | | | (0.17 | ) | |
Net Asset Value, End of Period | | $ | 27.33 | | | $ | 20.34 | | | $ | 42.69 | | | $ | 44.75 | | | $ | 29.12 | | | $ | 21.50 | | |
Total Return(3) | | | 34.37 | %(4) | | | (41.54 | )% | | | 0.22 | % | | | 55.47 | % | | | 35.44 | % | | | (5.66 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,501,521 | | | $ | 1,219,122 | | | $ | 4,591,358 | | | $ | 4,498,617 | | | $ | 2,220,219 | | | $ | 1,337,133 | | |
Ratio of Expenses Before Expense Limitation | | | 0.97 | %(5) | | | 0.95 | % | | | 0.92 | % | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.97 | %(5)(6) | | | 0.95 | %(6) | | | 0.92 | %(6) | | | 0.92 | %(6) | | | 0.94 | %(6) | | | 0.94 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.94 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.47 | )%(5)(6) | | | (0.64 | )%(6) | | | (0.78 | )%(6) | | | (0.79 | )%(6) | | | (0.44 | )%(6) | | | (0.30 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 2 | %(4) | | | 23 | % | | | 21 | % | | | 22 | % | | | 15 | % | | | 28 | % | |
(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) Not annualized.
(5) Annualized.
(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 1.00% for Class I shares. Prior to January 1, 2018, the maximum ratio was 0.81% for Class I shares.
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 19.20 | | | $ | 40.86 | | | $ | 43.04 | | | $ | 28.10 | | | $ | 20.81 | | | $ | 22.28 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.09 | ) | | | (0.26 | ) | | | (0.47 | ) | | | (0.35 | ) | | | (0.18 | ) | | | (0.14 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 6.64 | | | | (16.73 | ) | | | 0.39 | | | | 15.81 | | | | 7.47 | | | | (1.16 | ) | |
Total from Investment Operations | | | 6.55 | | | | (16.99 | ) | | | (0.08 | ) | | | 15.46 | | | | 7.29 | | | | (1.30 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.67 | ) | | | (2.10 | ) | | | (0.52 | ) | | | — | | | | (0.17 | ) | |
Net Asset Value, End of Period | | $ | 25.75 | | | $ | 19.20 | | | $ | 40.86 | | | $ | 43.04 | | | $ | 28.10 | | | $ | 20.81 | | |
Total Return(3) | | | 34.18 | %(4) | | | (41.74 | )% | | | (0.05 | )% | | | 55.03 | % | | | 35.03 | % | | | (5.96 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 831,849 | | | $ | 676,246 | | | $ | 1,539,078 | | | $ | 1,697,016 | | | $ | 1,070,124 | | | $ | 790,571 | | |
Ratio of Expenses Before Expense Limitation | | | 1.25 | %(5) | | | 1.24 | % | | | 1.20 | % | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.25 | %(5)(6) | | | 1.24 | %(6) | | | 1.20 | %(6) | | | 1.20 | %(6) | | | 1.22 | %(6) | | | 1.26 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 1.22 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.76 | )%(5)(6) | | | (0.94 | )%(6) | | | (1.06 | )%(6) | | | (1.06 | )%(6) | | | (0.72 | )%(6) | | | (0.59 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 2 | %(4) | | | 23 | % | | | 21 | % | | | 22 | % | | | 15 | % | | | 28 | % | |
(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) Not annualized.
(5) Annualized.
(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 1.35% for Class A shares. Prior to January 1, 2018, the maximum ratio was 1.23% for Class A shares.
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 18.82 | | | $ | 40.23 | | | $ | 42.44 | | | $ | 27.72 | | | $ | 20.54 | | | $ | 22.01 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.09 | ) | | | (0.28 | ) | | | (0.48 | ) | | | (0.36 | ) | | | (0.19 | ) | | | (0.15 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 6.50 | | | | (16.46 | ) | | | 0.37 | | | | 15.60 | | | | 7.37 | | | | (1.15 | ) | |
Total from Investment Operations | | | 6.41 | | | | (16.74 | ) | | | (0.11 | ) | | | 15.24 | | | | 7.18 | | | | (1.30 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.67 | ) | | | (2.10 | ) | | | (0.52 | ) | | | — | | | | (0.17 | ) | |
Net Asset Value, End of Period | | $ | 25.23 | | | $ | 18.82 | | | $ | 40.23 | | | $ | 42.44 | | | $ | 27.72 | | | $ | 20.54 | | |
Total Return(3) | | | 34.13 | %(4) | | | (41.77 | )% | | | (0.12 | )% | | | 54.99 | % | | | 34.96 | % | | | (6.04 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 31,953 | | | $ | 24,766 | | | $ | 48,426 | | | $ | 53,675 | | | $ | 40,836 | | | $ | 33,913 | | |
Ratio of Expenses Before Expense Limitation | | | 1.80 | %(5) | | | 1.76 | % | | | 1.69 | % | | | 1.71 | % | | | 1.74 | % | | | 1.78 | % | |
Ratio of Expenses After Expense Limitation | | | 1.35 | %(5)(6) | | | 1.31 | %(6) | | | 1.24 | %(6) | | | 1.25 | %(6) | | | 1.28 | %(6) | | | 1.32 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 1.28 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.85 | )%(5)(6) | | | (1.01 | )%(6) | | | (1.10 | )%(6) | | | (1.10 | )%(6) | | | (0.78 | )%(6) | | | (0.65 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 2 | %(4) | | | 23 | % | | | 21 | % | | | 22 | % | | | 15 | % | | | 28 | % | |
(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) Not annualized.
(5) Annualized.
(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 1.40% for Class L shares. Prior to January 1, 2018, the maximum ratio was 1.50% for Class L shares.
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 17.63 | | | $ | 38.43 | | | $ | 40.90 | | | $ | 26.90 | | | $ | 20.07 | | | $ | 21.64 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.15 | ) | | | (0.43 | ) | | | (0.74 | ) | | | (0.57 | ) | | | (0.35 | ) | | | (0.30 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 6.08 | | | | (15.70 | ) | | | 0.37 | | | | 15.09 | | | | 7.18 | | | | (1.10 | ) | |
Total from Investment Operations | | | 5.93 | | | | (16.13 | ) | | | (0.37 | ) | | | 14.52 | | | | 6.83 | | | | (1.40 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.67 | ) | | | (2.10 | ) | | | (0.52 | ) | | | — | | | | (0.17 | ) | |
Net Asset Value, End of Period | | $ | 23.56 | | | $ | 17.63 | | | $ | 38.43 | | | $ | 40.90 | | | $ | 26.90 | | | $ | 20.07 | | |
Total Return(3) | | | 33.71 | %(4) | | | (42.15 | )% | | | (0.77 | )% | | | 53.99 | % | | | 34.03 | % | | | (6.61 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 183,644 | | | $ | 148,874 | | | $ | 411,765 | | | $ | 436,790 | | | $ | 251,160 | | | $ | 159,642 | | |
Ratio of Expenses Before Expense Limitation | | | 1.97 | %(5) | | | 1.95 | % | | | 1.90 | % | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.97 | %(5)(6) | | | 1.95 | %(6) | | | 1.90 | %(6) | | | 1.91 | %(6) | | | 1.94 | %(6) | | | 1.95 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 1.94 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (1.48 | )%(5)(6) | | | (1.64 | )%(6) | | | (1.76 | )%(6) | | | (1.77 | )%(6) | | | (1.45 | )%(6) | | | (1.30 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 2 | %(4) | | | 23 | % | | | 21 | % | | | 22 | % | | | 15 | % | | | 28 | % | |
(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) Not annualized.
(5) Annualized.
(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 2.10% for Class C shares. Prior to January 1, 2018, the maximum ratio was 2.20% for Class C shares.
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 20.47 | | | $ | 42.89 | | | $ | 44.90 | | | $ | 29.18 | | | $ | 21.53 | | | $ | 23.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.05 | ) | | | (0.17 | ) | | | (0.31 | ) | | | (0.25 | ) | | | (0.14 | ) | | | (0.00 | )(4) | |
Net Realized and Unrealized Gain (Loss) | | | 7.10 | | | | (17.58 | ) | | | 0.40 | | | | 16.49 | | | | 7.79 | | | | (1.30 | ) | |
Total from Investment Operations | | | 7.05 | | | | (17.75 | ) | | | 0.09 | | | | 16.24 | | | | 7.65 | | | | (1.30 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.67 | ) | | | (2.10 | ) | | | (0.52 | ) | | | — | | | | (0.17 | ) | |
Net Asset Value, End of Period | | $ | 27.52 | | | $ | 20.47 | | | $ | 42.89 | | | $ | 44.90 | | | $ | 29.18 | | | $ | 21.53 | | |
Total Return(5) | | | 34.44 | %(6) | | | (41.51 | )% | | | 0.33 | % | | | 55.67 | % | | | 35.53 | % | | | (5.78 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 88,734 | | | $ | 75,921 | | | $ | 287,811 | | | $ | 367,927 | | | $ | 124,173 | | | $ | 2,156 | | |
Ratio of Expenses Before Expense Limitation | | | 0.89 | %(7) | | | 0.87 | % | | | 0.82 | % | | | N/A | | | | 0.86 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.87 | %(7)(8) | | | 0.86 | %(8) | | | 0.82 | %(8) | | | 0.82 | %(8) | | | 0.84 | %(8) | | | 0.88 | %(8)(9) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.84 | %(8) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.38 | )%(7)(8) | | | (0.57 | )%(8) | | | (0.68 | )%(8) | | | (0.70 | )%(8) | | | (0.51 | )%(8) | | | (0.02 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(10) | | | 0.00 | %(10) | | | 0.00 | %(10) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 2 | %(6) | | | 23 | % | | | 21 | % | | | 22 | % | | | 15 | % | | | 28 | % | |
(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) Not annualized.
(7) Annualized.
(8) 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."
(9) 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.
(10) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2023, | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 20.50 | | | $ | 42.94 | | | $ | 44.96 | | | $ | 29.22 | | | $ | 21.56 | | | $ | 26.67 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.05 | ) | | | (0.16 | ) | | | (0.32 | ) | | | (0.24 | ) | | | (0.09 | ) | | | (0.06 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 7.11 | | | | (17.61 | ) | | | 0.40 | | | | 16.50 | | | | 7.75 | | | | (4.88 | ) | |
Total from Investment Operations | | | 7.06 | | | | (17.77 | ) | | | 0.08 | | | | 16.26 | | | | 7.66 | | | | (4.94 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.67 | ) | | | (2.10 | ) | | | (0.52 | ) | | | — | | | | (0.17 | ) | |
Net Asset Value, End of Period | | $ | 27.56 | | | $ | 20.50 | | | $ | 42.94 | | | $ | 44.96 | | | $ | 29.22 | | | $ | 21.56 | | |
Total Return(4) | | | 34.44 | %(5) | | | (41.51 | )% | | | 0.31 | % | | | 55.66 | % | | | 35.53 | % | | | (18.63 | )%(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 110,083 | | | $ | 105,368 | | | $ | 154,979 | | | $ | 114,510 | | | $ | 73,569 | | | $ | 54,284 | | |
Ratio of Expenses Before Expense Limitation | | | 0.87 | %(6) | | | 0.86 | % | | | 0.82 | % | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.87 | %(6)(7) | | | 0.86 | %(7) | | | 0.82 | %(7) | | | 0.82 | %(7) | | | 0.84 | %(7) | | | 0.88 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.84 | %(7) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.38 | )%(6)(7) | | | (0.57 | )%(7) | | | (0.68 | )%(7) | | | (0.69 | )%(7) | | | (0.35 | )%(7) | | | (0.46 | )%(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(6) | |
Portfolio Turnover Rate | | | 2 | %(5) | | | 23 | % | | | 21 | % | | | 22 | % | | | 15 | % | | | 28 | % | |
(1) Commencement of Offering.
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 exception. Effective January 2, 2023, the Fund recommenced offering Class I, Class A, Class C, Class R6 and 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 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 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, 2023, the Subsidiary represented 0% 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/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
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for
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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
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 | | $ | — | | | $ | 177,009 | | | $ | — | | | $ | 177,009 | | |
Banks | | | 102,688 | | | | 179,481 | | | | — | | | | 282,169 | | |
Broadline Retail | | | 347,080 | | | | — | | | | — | | | | 347,080 | | |
Electronic Equipment, Instruments & Components | | | — | | | | 44,427 | | | | — | † | | | 44,427 | † | |
Entertainment | | | 211,796 | | | | — | | | | — | | | | 211,796 | | |
Financial Services | | | 196,650 | | | | 27,866 | | | | — | | | | 224,516 | | |
Ground Transportation | | | 302,034 | | | | — | | | | — | | | | 302,034 | | |
Hotels, Restaurants & Leisure | | | 101,896 | | | | 57,077 | | | | — | | | | 158,973 | | |
Information Technology Services | | | 159,441 | | | | — | | | | — | | | | 159,441 | | |
Interactive Media & Services | | | 157,827 | | | | 20,667 | | | | — | | | | 178,494 | | |
Software | | | 398,251 | | | | — | | | | — | | | | 398,251 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 243,630 | | | | — | | | | 243,630 | | |
Total Common Stocks | | | 1,977,663 | | | | 750,157 | | | | — | † | | | 2,727,820 | † | |
Short-Term Investment | |
Investment Company | | | 38,689 | | | | — | | | | — | | | | 38,689 | | |
Total Assets | | $ | 2,016,352 | | | $ | 750,157 | | | $ | — | † | | $ | 2,766,509 | † | |
† 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.
| | Common 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 | | $ | — | † | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2023 | | $ | — | | |
† 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 U.S. 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. 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.
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.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 $750 million | | Next $750 million | | Over $1.5 billion | |
| 0.80 | % | | | 0.75 | % | | | 0.70 | % | |
For the six months ended June 30, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.74% 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, 2023, approximately $8,000 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 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 0.30% of the average daily net assets of such shares on an annualized basis. For the six months ended June 30, 2023, this waiver amounted to approximately $64,000.
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to approximately $8,000.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $43,447,000 and $294,927,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, advisory fees paid were reduced by approximately $32,000 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | — | | | $ | 276,085 | | | $ | 237,396 | | | $ | 749 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 38,689 | | |
During the six months ended June 30, 2023, the Fund incurred approximately $3,000 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, 2023, 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 RIC 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,
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | 457,396 | | | $ | 43,647 | | | $ | 298,565 | | |
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, a net operating loss and tax adjustments related to the Subsidiary resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 59,172 | | | $ | (59,172 | ) | |
At December 31, 2022, 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) | |
$ | — | | | $ | 61,561 | | |
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, 2022, the Fund intends to defer to January 1, 2023 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post- October Capital Losses (000) | |
$ | — | | | $ | 108,181 | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 53.1%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to cryptocurrencies 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
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (unaudited)
U.S. Customer Privacy Notice April 2021
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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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
(This page has been left blank intentionally.)
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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGOSAN
5845632 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Global Permanence Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,194.40 | | | $ | 1,019.89 | | | $ | 5.39 | | | $ | 4.96 | | | | 0.99 | % | |
Global Permanence Portfolio Class A | | | 1,000.00 | | | | 1,191.90 | | | | 1,018.20 | | | | 7.23 | | | | 6.66 | | | | 1.33 | | |
Global Permanence Portfolio Class C | | | 1,000.00 | | | | 1,187.90 | | | | 1,014.43 | | | | 11.34 | | | | 10.44 | | | | 2.09 | | |
Global Permanence Portfolio Class R6 | | | 1,000.00 | | | | 1,194.10 | | | | 1,020.13 | | | | 5.11 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments
Global Permanence Portfolio
| | Shares | | Value (000) | |
Common Stocks (96.5%) | |
Brazil (0.3%) | |
Vale SA | | | 2,473 | | | $ | 33 | | |
Canada (11.9%) | |
Canadian National Railway Co. | | | 1,299 | | | | 157 | | |
Constellation Software, Inc. | | | 229 | | | | 475 | | |
FirstService Corp. | | | 279 | | | | 43 | | |
Lumine Group, Inc. (a) | | | 444 | | | | 6 | | |
Topicus.com, Inc. (a) | | | 6,625 | | | | 543 | | |
| | | 1,224 | | |
France (9.7%) | |
Airbus SE | | | 653 | | | | 95 | | |
Christian Dior SE | | | 94 | | | | 84 | | |
EssilorLuxottica SA | | | 543 | | | | 102 | | |
Eurofins Scientific SE | | | 7,841 | | | | 498 | | |
Hermes International | | | 12 | | | | 26 | | |
L'Oreal SA | | | 58 | | | | 27 | | |
Remy Cointreau SA | | | 110 | | | | 18 | | |
Safran SA | | | 901 | | | | 141 | | |
| | | 991 | | |
India (2.5%) | |
HDFC Bank Ltd. ADR | | | 3,677 | | | | 256 | | |
Italy (1.3%) | |
Brunello Cucinelli SpA | | | 939 | | | | 83 | | |
Ferrari NV | | | 158 | | | | 51 | | |
| | | 134 | | |
Netherlands (2.2%) | |
ASML Holding NV (Registered) | | | 213 | | | | 154 | | |
Universal Music Group NV | | | 3,319 | | | | 74 | | |
| | | 228 | | |
United Kingdom (10.1%) | |
Babcock International Group PLC (a) | | | 59,980 | | | | 215 | | |
Rentokil Initial PLC | | | 60,266 | | | | 471 | | |
Victoria PLC (a) | | | 47,456 | | | | 356 | | |
| | | 1,042 | | |
United States (58.5%) | |
Alphabet, Inc., Class C (a) | | | 2,097 | | | | 254 | | |
Amazon.com, Inc. (a) | | | 5,769 | | | | 752 | | |
Brown & Brown, Inc. | | | 2,313 | | | | 159 | | |
Cloudflare, Inc., Class A (a) | | | 11,835 | | | | 774 | | |
Danaher Corp. | | | 1,050 | | | | 252 | | |
Dollar General Corp. | | | 2,100 | | | | 357 | | |
Floor & Decor Holdings, Inc., Class A (a) | | | 5,054 | | | | 525 | | |
Gartner, Inc. (a) | | | 291 | | | | 102 | | |
Illumina, Inc. (a) | | | 2,413 | | | | 452 | | |
Intercontinental Exchange, Inc. | | | 4,451 | | | | 503 | | |
Linde PLC | | | 246 | | | | 94 | | |
MSCI, Inc. | | | 38 | | | | 18 | | |
Pool Corp. | | | 983 | | | | 368 | | |
Procore Technologies, Inc. (a) | | | 2,394 | | | | 156 | | |
Progressive Corp. | | | 567 | | | | 75 | | |
| | Shares | | Value (000) | |
Royal Gold, Inc. | | | 991 | | | $ | 114 | | |
Royalty Pharma PLC, Class A | | | 19,247 | | | | 592 | | |
S&P Global, Inc. | | | 384 | | | | 154 | | |
Texas Pacific Land Corp. | | | 78 | | | | 103 | | |
Tyler Technologies, Inc. (a) | | | 383 | | | | 160 | | |
Waste Connections, Inc. | | | 367 | | | | 52 | | |
| | | 6,016 | | |
Total Common Stocks (Cost $9,076) | | | 9,924 | | |
Investment Company (1.0%) | |
United States (1.0%) | |
Grayscale Bitcoin Trust (a) (Cost $94) | | | 5,584 | | | | 107 | | |
Short-Term Investment (0.8%) | |
Investment Company (0.8%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $85) | | | 85,007 | | | | 85 | | |
Total Investments Excluding Purchased Options (98.3%) (Cost $9,255) | | | 10,116 | | |
Total Purchased Options Outstanding (0.2%) (Cost $23) | | | 21 | | |
Total Investments (98.5%) (Cost $9,278) (b)(c)(d) | | | 10,137 | | |
Other Assets in Excess of Liabilities (1.5%) | | | 152 | | |
Net Assets (100.0%) | | $ | 10,289 | | |
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) Securities are available for collateral in connection with purchased options.
(c) The approximate fair value and percentage of net assets, $2,190,000 and 21.3%, 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 Consolidated Financial Statements.
(d) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $1,124,000 and the aggregate gross unrealized depreciation is approximately $265,000, resulting in net unrealized appreciation of approximately $859,000.
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, 2023 (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, 2023:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Appreciation (Depreciation) (000) | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.43 | | | Jan-24 | | | 1,007,380 | | | $ | 1,007 | | | $ | 6 | | | $ | 5 | | | $ | 1 | | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.53 | | | Jul-23 | | | 791,929 | | | | 792 | | | | — | @ | | | 4 | | | | (4 | ) | |
Standard Chartered Bank | | USD/CNH | | CNH | 7.57 | | | Aug-23 | | | 1,001,604 | | | | 1,002 | | | | 1 | | | | 4 | | | | (3 | ) | |
Standard Chartered Bank | | USD/CNH | | CNH | 7.57 | | | May-24 | | | 2,268,747 | | | | 2,269 | | | | 14 | | | | 10 | | | | 4 | | |
Goldman Sachs International | | USD/CNH | | CNH | 7.87 | | | Oct-23 | | | 8,108 | | | | 8 | | | | — | @ | | | — | @ | | | — | @ | |
| | | | | | | | | | | | $ | 21 | | | $ | 23 | | | $ | (2 | ) | |
@ Value is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 35.8 | % | |
Software | | | 13.2 | | |
Life Sciences Tools & Services | | | 11.9 | | |
Information Technology Services | | | 8.7 | | |
Broadline Retail | | | 7.4 | | |
Capital Markets | | | 6.7 | | |
Pharmaceuticals | | | 5.9 | | |
Specialty Retail | | | 5.2 | | |
Commercial Services & Supplies | | | 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, 2023 (unaudited)
Global Permanence Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $9,193) | | $ | 10,052 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $85) | | | 85 | | |
Total Investments in Securities, at Value (Cost $9,278) | | | 10,137 | | |
Foreign Currency, at Value (Cost $10) | | | 10 | | |
Cash | | | 1 | | |
Receivable for Investments Sold | | | 81 | | |
Due from Adviser | | | 48 | | |
Receivable from Affiliate | | | 2 | | |
Dividends Receivable | | | 1 | | |
Other Assets | | | 68 | | |
Total Assets | | | 10,348 | | |
Liabilities: | |
Payable for Professional Fees | | | 46 | | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 1 | | |
Payable for Administration Fees | | | 1 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Custodian Fees | | | — | @ | |
Other Liabilities | | | 10 | | |
Total Liabilities | | | 59 | | |
Net Assets | | $ | 10,289 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 9,213 | | |
Total Distributable Earnings | | | 1,076 | | |
Net Assets | | $ | 10,289 | | |
CLASS I: | |
Net Assets | | $ | 5,433 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 421,326 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.90 | | |
CLASS A: | |
Net Assets | | $ | 3,872 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 304,181 | | |
Net Asset Value, Redemption Price Per Share | | $ | 12.73 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.71 | | |
Maximum Offering Price Per Share | | $ | 13.44 | | |
CLASS C: | |
Net Assets | | $ | 968 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 78,507 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.33 | | |
CLASS R6: | |
Net Assets | | $ | 16 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,200 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 12.92 | | |
@ 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, 2023 (unaudited)
Global Permanence Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $3 of Foreign Taxes Withheld) | | $ | 29 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 9 | | |
Non-Cash Dividends from Securities of Unaffiliated Issuers | | | 5 | | |
Total Investment Income | | | 43 | | |
Expenses: | |
Professional Fees | | | 74 | | |
Advisory Fees (Note B) | | | 30 | | |
Registration Fees | | | 24 | | |
Custodian Fees (Note F) | | | 10 | | |
Shareholder Reporting Fees | | | 7 | | |
Shareholder Services Fees — Class A (Note D) | | | 3 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 3 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 1 | | |
Administration Fees (Note C) | | | 3 | | |
Pricing Fees | | | 2 | | |
Directors' Fees and Expenses | | | 1 | | |
Sub Transfer Agency Fees — Class I | | | 1 | | |
Sub Transfer Agency Fees — Class A | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Other Expenses | | | 8 | | |
Total Expenses | | | 171 | | |
Expenses Reimbursed by Adviser (Note B) | | | (93 | ) | |
Waiver of Advisory Fees (Note B) | | | (30 | ) | |
Reimbursement of Class Specific Expenses — Class I (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 | | | 45 | | |
Net Investment Loss | | | (2 | ) | |
Realized Gain: | |
Investments Sold | | | 283 | | |
Foreign Currency Translation | | | 1 | | |
Net Realized Gain | | | 284 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 960 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 1,244 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 1,242 | | |
@ 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, 2023
Global Permanence Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (2 | ) | | $ | (3 | ) | |
Net Realized Gain (Loss) | | | 284 | | | | (21 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 960 | | | | (970 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 1,242 | | | | (994 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (58 | ) | |
Class A | | | — | | | | (20 | ) | |
Class C | | | — | | | | (2 | ) | |
Class R6* | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (80 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 1,427 | | | | 290 | | |
Distributions Reinvested | | | — | | | | 58 | | |
Redeemed | | | (34 | ) | | | (158 | ) | |
Class A: | |
Subscribed | | | 2,680 | | | | 1,950 | | |
Distributions Reinvested | | | — | | | | 20 | | |
Redeemed | | | (65 | ) | | | (927 | ) | |
Class C: | |
Subscribed | | | 806 | | | | 65 | | |
Distributions Reinvested | | | — | | | | 2 | | |
Redeemed | | | — | | | | (1 | ) | |
Class R6:* | |
Distributions Reinvested | | | — | | | | — | @ | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 4,814 | | | | 1,299 | | |
Total Increase in Net Assets | | | 6,056 | | | | 225 | | |
Net Assets: | |
Beginning of Period | | | 4,233 | | | | 4,008 | | |
End of Period | | $ | 10,289 | | | $ | 4,233 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 121 | | | | 25 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 5 | | |
Shares Redeemed | | | (3 | ) | | | (14 | ) | |
Net Increase in Class I Shares Outstanding | | | 118 | | | | 16 | | |
Class A: | |
Shares Subscribed | | | 229 | | | | 165 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2 | | |
Shares Redeemed | | | (5 | ) | | | (89 | ) | |
Net Increase in Class A Shares Outstanding | | | 224 | | | | 78 | | |
Class C: | |
Shares Subscribed | | | 70 | | | | 7 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | — | | | | (— | @@) | |
Net Increase in Class C Shares Outstanding | | | 70 | | | | 7 | | |
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.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Permanence Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from April 30, 2019(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | December 31, 2019(2) | |
Net Asset Value, Beginning of Period | | $ | 10.80 | | | $ | 13.72 | | | $ | 13.41 | | | $ | 10.63 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.01 | | | | (0.00 | )(4) | | | (0.01 | ) | | | (0.03 | ) | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.09 | | | | (2.73 | ) | | | 2.56 | | | | 2.90 | | | | 0.59 | | |
Total from Investment Operations | | | 2.10 | | | | (2.73 | ) | | | 2.55 | | | | 2.87 | | | | 0.63 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.05 | ) | | | (0.07 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.19 | ) | | | (2.19 | ) | | | (0.02 | ) | | | — | | |
Total Distributions | | | — | | | | (0.19 | ) | | | (2.24 | ) | | | (0.09 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 12.90 | | | $ | 10.80 | | | $ | 13.72 | | | $ | 13.41 | | | $ | 10.63 | | |
Total Return(5) | | | 19.44 | %(6) | | | (19.88 | )% | | | 19.73 | % | | | 27.06 | % | | | 6.30 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 5,433 | | | $ | 3,278 | | | $ | 3,947 | | | $ | 3,202 | | | $ | 2,471 | | |
Ratio of Expenses Before Expense Limitation | | | 4.31 | %(7) | | | 7.62 | % | | | 7.77 | % | | | 8.62 | % | | | 12.79 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.99 | %(7)(8) | | | 1.00 | %(8) | | | 1.00 | %(8) | | | 1.00 | %(8) | | | 0.99 | %(7)(8) | |
Ratio of Net Investment Income (Loss) | | | 0.15 | %(7)(8) | | | (0.02 | )%(8) | | | (0.04 | )%(8) | | | (0.30 | )%(8) | | | 0.53 | %(7)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 42 | %(6) | | | 68 | % | | | 57 | % | | | 113 | % | | | 35 | %(6) | |
(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) Not annualized.
(7) Annualized.
(8) 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."
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Permanence Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from April 30, 2019(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | December 31, 2019(2) | |
Net Asset Value, Beginning of Period | | $ | 10.68 | | | $ | 13.61 | | | $ | 13.37 | | | $ | 10.61 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.01 | ) | | | (0.02 | ) | | | (0.06 | ) | | | (0.07 | ) | | | 0.01 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.06 | | | | (2.72 | ) | | | 2.54 | | | | 2.89 | | | | 0.60 | | |
Total from Investment Operations | | | 2.05 | | | | (2.74 | ) | | | 2.48 | | | | 2.82 | | | | 0.61 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.05 | ) | | | (0.04 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.19 | ) | | | (2.19 | ) | | | (0.02 | ) | | | — | | |
Total Distributions | | | — | | | | (0.19 | ) | | | (2.24 | ) | | | (0.06 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 12.73 | | | $ | 10.68 | | | $ | 13.61 | | | $ | 13.37 | | | $ | 10.61 | | |
Total Return(4) | | | 19.19 | %(5) | | | (20.11 | )% | | | 19.27 | % | | | 26.57 | % | | | 6.10 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,872 | | | $ | 858 | | | $ | 29 | | | $ | 19 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 4.61 | %(6) | | | 8.05 | % | | | 17.77 | % | | | 26.08 | % | | | 30.61 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 1.33 | %(6)(7) | | | 1.35 | %(7) | | | 1.35 | %(7) | | | 1.35 | %(7) | | | 1.34 | %(6)(7) | |
Ratio of Net Investment Income (Loss) | | | (0.19 | )%(6)(7) | | | (0.20 | )%(7) | | | (0.42 | )%(7) | | | (0.65 | )%(7) | | | 0.17 | %(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | %(6) | |
Portfolio Turnover Rate | | | 42 | %(5) | | | 68 | % | | | 57 | % | | | 113 | % | | | 35 | %(5) | |
(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) 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 consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Permanence Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from April 30, 2019(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | December 31, 2019(2) | |
Net Asset Value, Beginning of Period | | $ | 10.38 | | | $ | 13.34 | | | $ | 13.24 | | | $ | 10.56 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.06 | ) | | | (0.14 | ) | | | (0.16 | ) | | | (0.15 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.01 | | | | (2.63 | ) | | | 2.50 | | | | 2.85 | | | | 0.60 | | |
Total from Investment Operations | | | 1.95 | | | | (2.77 | ) | | | 2.34 | | | | 2.70 | | | | 0.56 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.05 | ) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.19 | ) | | | (2.19 | ) | | | (0.02 | ) | | | — | | |
Total Distributions | | | — | | | | (0.19 | ) | | | (2.24 | ) | | | (0.02 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 12.33 | | | $ | 10.38 | | | $ | 13.34 | | | $ | 13.24 | | | $ | 10.56 | | |
Total Return(4) | | | 18.79 | %(5) | | | (20.74 | )% | | | 18.39 | % | | | 25.60 | % | | | 5.60 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 968 | | | $ | 84 | | | $ | 16 | | | $ | 13 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 5.61 | %(6) | | | 15.54 | % | | | 24.91 | % | | | 28.45 | % | | | 31.59 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 2.09 | %(6)(7) | | | 2.10 | %(7) | | | 2.10 | %(7) | | | 2.10 | %(7) | | | 2.09 | %(6)(7) | |
Ratio of Net Investment Loss | | | (0.95 | )%(6)(7) | | | (1.29 | )%(7) | | | (1.13 | )%(7) | | | (1.40 | )%(7) | | | (0.57 | )%(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | %(6) | |
Portfolio Turnover Rate | | | 42 | %(5) | | | 68 | % | | | 57 | % | | | 113 | % | | | 35 | %(5) | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Global Permanence Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from April 30, 2019(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(3) | | December 31, 2019(3) | |
Net Asset Value, Beginning of Period | | $ | 10.82 | | | $ | 13.73 | | | $ | 13.42 | | | $ | 10.64 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(4) | | | 0.01 | | | | 0.00 | (5) | | | 0.00 | (5) | | | (0.03 | ) | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.09 | | | | (2.72 | ) | | | 2.55 | | | | 2.91 | | | | 0.60 | | |
Total from Investment Operations | | | 2.10 | | | | (2.72 | ) | | | 2.55 | | | | 2.88 | | | | 0.64 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.05 | ) | | | (0.08 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.19 | ) | | | (2.19 | ) | | | (0.02 | ) | | | — | | |
Total Distributions | | | — | | | | (0.19 | ) | | | (2.24 | ) | | | (0.10 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 12.92 | | | $ | 10.82 | | | $ | 13.73 | | | $ | 13.42 | | | $ | 10.64 | | |
Total Return(6) | | | 19.41 | %(7) | | | (19.79 | )% | | | 19.71 | % | | | 27.09 | % | | | 6.40 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 16 | | | $ | 13 | | | $ | 16 | | | $ | 14 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 19.39 | %(8) | | | 22.37 | % | | | 22.49 | % | | | 26.62 | % | | | 30.53 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(8)(9) | | | 0.95 | %(9) | | | 0.95 | %(9) | | | 0.95 | %(9) | | | 0.94 | %(8)(9) | |
Ratio of Net Investment Income (Loss) | | | 0.22 | %(8)(9) | | | 0.02 | %(9) | | | 0.01 | %(9) | | | (0.24 | )%(9) | | | 0.59 | %(8)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.00 | %(10) | | | 0.00 | %(10) | | | 0.00 | %(10) | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 42 | %(7) | | | 68 | % | | | 57 | % | | | 113 | % | | | 35 | %(7) | |
(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) Not annualized.
(8) Annualized.
(9) 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."
(10) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 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, 2023, the Subsidiary represented approximately $111,000 or approximately 1.08% 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/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/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;
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
(4) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (5) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation
designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
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 | | $ | — | | | $ | 451 | | | $ | — | | | $ | 451 | | |
Automobiles | | | 51 | | | | — | | | | — | | | | 51 | | |
Banks | | | 256 | | | | — | | | | — | | | | 256 | | |
Beverages | | | — | | | | 18 | | | | — | | | | 18 | | |
Broadline Retail | | | 752 | | | | — | | | | — | | | | 752 | | |
Capital Markets | | | 675 | | | | — | | | | — | | | | 675 | | |
Chemicals | | | 94 | | | | — | | | | — | | | | 94 | | |
Commercial Services & Supplies | | | 52 | | | | 471 | | | | — | | | | 523 | | |
Consumer Staples | |
Distribution & Retail | | | 357 | | | | — | | | | — | | | | 357 | | |
Distributors | | | 368 | | | | — | | | | — | | | | 368 | | |
Entertainment | | | — | | | | 74 | | | | — | | | | 74 | | |
Ground Transportation | | | 157 | | | | — | | | | — | | | | 157 | | |
Health Care Equipment & Supplies | | | — | | | | 102 | | | | — | | | | 102 | | |
Household Durables | | | — | | | | 356 | | | | — | | | | 356 | | |
Information Technology Services | | | 876 | | | | — | | | | — | | | | 876 | | |
Insurance | | | 234 | | | | — | | | | — | | | | 234 | | |
Interactive Media & Services | | | 254 | | | | — | | | | — | | | | 254 | | |
Life Sciences Tools & Services | | | 704 | | | | 498 | | | | — | | | | 1,202 | | |
Metals & Mining | | | 114 | | | | 33 | | | | — | | | | 147 | | |
Oil, Gas & Consumable Fuels | | | 103 | | | | — | | | | — | | | | 103 | | |
Personal Care Products | | | — | | | | 27 | | | | — | | | | 27 | | |
Pharmaceuticals | | | 592 | | | | — | | | | — | | | | 592 | | |
Real Estate Management & Development | | | 43 | | | | — | | | | — | | | | 43 | | |
Semiconductors & Semiconductor Equipment | | | 154 | | | | — | | | | — | | | | 154 | | |
Software | | | 1,340 | | | | — | | | | — | | | | 1,340 | | |
Specialty Retail | | | 525 | | | | — | | | | — | | | | 525 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 193 | | | | — | | | | 193 | | |
Total Common Stocks | | | 7,701 | | | | 2,223 | | | | — | | | | 9,924 | | |
Investment Company | | | 107 | | | | — | | | | — | | | | 107 | | |
Call Options Purchased | | | — | | | | 21 | | | | — | | | | 21 | | |
Short-Term Investment | |
Investment Company | | | 85 | | | | — | | | | — | | | | 85 | | |
Total Assets | | $ | 7,893 | | | $ | 2,244 | | | $ | — | | | $ | 10,137 | | |
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 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
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated 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 U.S. 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. Derivative instruments used by the Fund will be counted towards the Fund's exposure in the types of securities listed herein to the extent they have economic characteristics similar to such securities. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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 writes 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
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 21 | (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, 2023 in accordance with ASC 815:
Net Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | 1 | (a) | |
(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2023, 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(b) (000) | | Liabilities(b) (000) | |
Purchased Options | | $ | 21 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(b) 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, 2023:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | — | @ | | $ | — | | | $ | — | | | $ | — | @ | |
JPMorgan Chase Bank NA | | | 6 | | | | — | | | | — | | | | 6 | | |
Standard Chartered Bank | | | 15 | | | | — | | | | — | | | | 15 | | |
Total | | $ | 21 | | | $ | — | | | $ | — | | | $ | 21 | | |
@ Value is less than $500.
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
For the six months ended June 30, 2023, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 3,565,000 | | |
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 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, 2023, 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, 2023, approximately $30,000 of advisory fees were waived and approximately $96,000 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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated 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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in Transfer Agency Fees in the Consolidated Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $7,660,000 and $3,008,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 51 | | | $ | 4,558 | | | $ | 4,524 | | | $ | 9 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 85 | | |
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, 2023, 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 RIC 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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | 80 | | | $ | 63 | | | $ | 496 | | |
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 net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2022
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 10 | | | $ | (10 | ) | |
At December 31, 2022, 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) | |
$ | — | | | $ | 87 | | |
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, 2022, the Fund intends to defer to January 1, 2023 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$ | 9 | | | $ | — | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 78.8%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to cryptocurrencies 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
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other
future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 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. The Board noted that the Fund's actual management fee was lower than its peer group average, and its contractual 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 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.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGPERMSAN
5845693 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Global Real Estate
Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,036.60 | | | $ | 1,019.84 | | | $ | 5.05 | | | $ | 5.01 | | | | 1.00 | % | |
Global Real Estate Portfolio Class A | | | 1,000.00 | | | | 1,036.70 | | | | 1,018.10 | | | | 6.82 | | | | 6.76 | | | | 1.35 | | |
Global Real Estate Portfolio Class L | | | 1,000.00 | | | | 1,034.70 | | | | 1,015.62 | | | | 9.33 | | | | 9.25 | | | | 1.85 | | |
Global Real Estate Portfolio Class C | | | 1,000.00 | | | | 1,033.60 | | | | 1,014.38 | | | | 10.59 | | | | 10.49 | | | | 2.10 | | |
Global Real Estate Portfolio Class R6 | | | 1,000.00 | | | | 1,039.10 | | | | 1,020.13 | | | | 4.75 | | | | 4.71 | | | | 0.94 | | |
Global Real Estate Portfolio Class IR | | | 1,000.00 | | | | 1,036.70 | | | | 1,020.13 | | | | 4.75 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Global Real Estate Portfolio
| | Shares | | Value (000) | |
Common Stocks (99.2%) | |
Australia (3.3%) | |
Goodman Group REIT | | | 34,115 | | | $ | 458 | | |
National Storage REIT | | | 297,929 | | | | 468 | | |
Region RE Ltd. REIT | | | 221,991 | | | | 337 | | |
| | | 1,263 | | |
Austria (0.3%) | |
CA Immobilien Anlagen AG | | | 3,373 | | | | 98 | | |
Belgium (1.9%) | |
Aedifica SA REIT (a) | | | 3,242 | | | | 208 | | |
Shurgard Self Storage Ltd. REIT | | | 4,104 | | | | 187 | | |
Warehouses De Pauw CVA REIT | | | 11,207 | | | | 308 | | |
| | | 703 | | |
Canada (3.0%) | |
Boardwalk REIT | | | 6,148 | | | | 288 | | |
Chartwell Retirement Residences (Units) (b) | | | 40,239 | | | | 288 | | |
Granite REIT | | | 3,953 | | | | 234 | | |
InterRent REIT | | | 34,585 | | | | 335 | | |
| | | 1,145 | | |
France (0.8%) | |
Carmila SA REIT (c) | | | 8,448 | | | | 131 | | |
Mercialys SA REIT | | | 17,383 | | | | 157 | | |
| | | 288 | | |
Germany (1.8%) | |
LEG Immobilien SE (c) | | | 4,852 | | | | 280 | | |
Vonovia SE | | | 20,729 | | | | 405 | | |
| | | 685 | | |
Hong Kong (6.5%) | |
Link REIT | | | 155,060 | | | | 863 | | |
Sun Hung Kai Properties Ltd. | | | 76,367 | | | | 965 | | |
Wharf Real Estate Investment Co. Ltd. | | | 126,075 | | | | 633 | | |
| | | 2,461 | | |
Japan (9.4%) | |
GLP J-REIT | | | 356 | | | | 351 | | |
Heiwa Real Estate REIT, Inc. | | | 160 | | | | 162 | | |
Hulic Co. Ltd. (a) | | | 31,700 | | | | 272 | | |
Invincible Investment Corp. REIT | | | 808 | | | | 321 | | |
Japan Hotel REIT Investment Corp. | | | 575 | | | | 293 | | |
Japan Metropolitan Fund Investment Corp. REIT | | | 483 | | | | 323 | | |
Japan Real Estate Investment Corp. REIT | | | 69 | | | | 263 | | |
Mitsui Fudosan Co. Ltd. | | | 41,000 | | | | 817 | | |
Nippon Building Fund, Inc. REIT (a) | | | 87 | | | | 342 | | |
Nomura Real Estate Master Fund, Inc. REIT | | | 151 | | | | 174 | | |
Sekisui House Ltd. | | | 12,100 | | | | 245 | | |
| | | 3,563 | | |
Singapore (2.3%) | |
Frasers Centrepoint Trust REIT | | | 164,700 | | | | 267 | | |
Frasers Logistics & Commercial Trust REIT | | | 359,300 | | | | 333 | | |
Mapletree Pan Asia Commercial Trust REIT | | | 211,000 | | | | 254 | | |
| | | 854 | | |
| | Shares | | Value (000) | |
Spain (0.7%) | |
Merlin Properties Socimi SA REIT | | | 31,937 | | | $ | 274 | | |
Sweden (1.0%) | |
Castellum AB | | | 12,745 | | | | 122 | | |
Fabege AB (a) | | | 18,851 | | | | 136 | | |
Hufvudstaden AB, Class A | | | 9,678 | | | | 115 | | |
| | | 373 | | |
Switzerland (0.6%) | |
PSP Swiss Property AG (Registered) | | | 2,035 | | | | 227 | | |
United Kingdom (3.6%) | |
Impact Healthcare PLC REIT | | | 130,941 | | | | 150 | | |
LondonMetric Property PLC REIT | | | 131,730 | | | | 278 | | |
Segro PLC REIT | | | 61,929 | | | | 565 | | |
UNITE Group PLC REIT | | | 19,976 | | | | 221 | | |
Workspace Group PLC REIT | | | 23,363 | | | | 141 | | |
| | | 1,355 | | |
United States (64.0%) | |
Agree Realty Corp. REIT | | | 6,293 | | | | 411 | | |
Alexandria Real Estate Equities, Inc. REIT | | | 1,787 | | | | 203 | | |
American Homes 4 Rent, Class A REIT | | | 33,534 | | | | 1,189 | | |
Americold Realty Trust, Inc. REIT | | | 15,632 | | | | 505 | | |
AvalonBay Communities, Inc. REIT | | | 8,821 | | | | 1,669 | | |
Boyd Gaming Corp. | | | 3,526 | | | | 244 | | |
Brixmor Property Group, Inc. REIT | | | 29,611 | | | | 651 | | |
Digital Realty Trust, Inc. REIT | | | 9,263 | | | | 1,055 | | |
Equinix, Inc. REIT | | | 2,729 | | | | 2,139 | | |
Essex Property Trust, Inc. REIT | | | 2,475 | | | | 580 | | |
Host Hotels & Resorts, Inc. REIT | | | 32,988 | | | | 555 | | |
Iron Mountain, Inc. REIT | | | 3,384 | | | | 192 | | |
Kite Realty Group Trust REIT | | | 30,122 | | | | 673 | | |
Life Storage, Inc. REIT | | | 5,835 | | | | 776 | | |
Mid-America Apartment Communities, Inc. REIT | | | 5,529 | | | | 840 | | |
NETSTREIT Corp. REIT | | | 15,769 | | | | 282 | | |
Prologis, Inc. REIT | | | 28,034 | | | | 3,438 | | |
Public Storage REIT | | | 4,906 | | | | 1,432 | | |
Realty Income Corp. REIT | | | 18,978 | | | | 1,135 | | |
Rexford Industrial Realty, Inc. REIT | | | 7,303 | | | | 381 | | |
RPT Realty REIT | | | 26,032 | | | | 272 | | |
Simon Property Group, Inc. REIT | | | 9,516 | | | | 1,099 | | |
Sun Communities, Inc. REIT | | | 4,957 | | | | 647 | | |
Ventas, Inc. REIT | | | 13,514 | | | | 639 | | |
VICI Properties, Inc. REIT | | | 32,602 | | | | 1,025 | | |
Welltower, Inc. REIT | | | 26,222 | | | | 2,121 | | |
| | | 24,153 | | |
Total Common Stocks (Cost $31,118) | | | 37,442 | | |
| | No. of Rights | | | |
Rights (0.0%)‡ | |
Belgium (0.0%)‡ | |
Aedifica SA, expires 7/3/23 (c) (Cost $—) | | | 2,920 | | | | 4 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments (cont'd)
Global Real Estate Portfolio
| | Shares | | Value (000) | |
Short-Term Investments (1.3%) | |
Investment Company (0.8%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $306) | | | 306,126 | | | $ | 306 | | |
Securities held as Collateral on Loaned Securities (0.5%) | |
Investment Company (0.5%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 180,079 | | | | 180 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.0%)‡ | |
Citigroup, Inc., (5.00%, dated 6/30/23, due 7/3/23; proceeds $3; fully collateralized by U.S. Government obligations; 0.00% due 7/27/23 - 8/10/23; valued at $3) | | $ | 3 | | | | 3 | | |
HSBC Securities USA, Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $7; fully collateralized by U.S. Government obligations; 0.00% due 8/15/23 - 11/15/25; valued at $7) | | | 7 | | | | 7 | | |
Merrill Lynch & Co., Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $5; fully collateralized by a U.S. Government obligation; 1.63% due 10/15/27; valued at $5) | | | 5 | | | | 5 | | |
| | | 15 | | |
Total Securities held as Collateral on Loaned Securities (Cost $195) | | | 195 | | |
Total Short-Term Investments (Cost $501) | | | 501 | | |
Total Investments (100.5%) (Cost $31,619) Including $900 of Securities Loaned (d)(e) | | | 37,947 | | |
Liabilities in Excess of Other Assets (–0.5%) | | | (187 | ) | |
Net Assets (100.0%) | | $ | 37,760 | | |
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.
‡ Amount is less than 0.05%.
(a) All or a portion of this security was on loan at June 30, 2023.
(b) Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.
(c) Non-income producing security.
(d) The approximate fair value and percentage of net assets, $12,144,000 and 32.2%, 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 Financial Statements.
(e) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $7,821,000 and the aggregate gross unrealized depreciation is approximately $1,493,000, resulting in net unrealized appreciation of approximately $6,328,000.
CVA Certificaten Van Aandelen.
REIT Real Estate Investment Trust.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Residential | | | 17.1 | % | |
Industrial | | | 16.5 | | |
Retail | | | 14.4 | | |
Diversified | | | 14.1 | | |
Other** | | | 12.8 | | |
Health Care | | | 9.0 | | |
Data Centers | | | 8.5 | | |
Self Storage | | | 7.6 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2023.
** 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, 2023 (unaudited)
Global Real Estate Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $31,133) | | $ | 37,461 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $486) | | | 486 | | |
Total Investments in Securities, at Value (Cost $31,619) | | | 37,947 | | |
Foreign Currency, at Value (Cost $116) | | | 117 | | |
Dividends Receivable | | | 140 | | |
Tax Reclaim Receivable | | | 89 | | |
Due from Adviser | | | 10 | | |
Receivable for Fund Shares Sold | | | 1 | | |
Receivable from Affiliate | | | 1 | | |
Receivable from Securities Lending Income | | | — | @ | |
Other Assets | | | 103 | | |
Total Assets | | | 38,408 | | |
Liabilities: | |
Deferred Capital Gain Country Tax | | | 285 | | |
Collateral on Securities Loaned, at Value | | | 195 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 27 | | |
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 Fund Shares Redeemed | | | 27 | | |
Payable for Custodian Fees | | | 24 | | |
Payable for Investments Purchased | | | 20 | | |
Payable for Professional Fees | | | 13 | | |
Payable for Administration Fees | | | 2 | | |
Payable for Transfer Agency Fees — Class R6 | | | 1 | | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 53 | | |
Total Liabilities | | | 648 | | |
Net Assets | | $ | 37,760 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 32,093 | | |
Total Distributable Earnings | | | 5,667 | | |
Net Assets | | $ | 37,760 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Global Real Estate Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 35,249 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 8,286,503 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 4.25 | | |
CLASS A: | |
Net Assets | | $ | 1,329 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 313,708 | | |
Net Asset Value, Redemption Price Per Share | | $ | 4.24 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.23 | | |
Maximum Offering Price Per Share | | $ | 4.47 | | |
CLASS L: | |
Net Assets | | $ | 343 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 82,156 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 4.17 | | |
CLASS C: | |
Net Assets | | $ | 82 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 20,511 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 4.00 | | |
CLASS R6: | |
Net Assets | | $ | 749 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 176,119 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 4.25 | | |
CLASS IR: | |
Net Assets | | $ | 8 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,887 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 4.24 | | |
(1) Including: Securities on Loan, at Value: | | $ | 900 | | |
@ 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, 2023 (unaudited)
Global Real Estate Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $36 of Foreign Taxes Withheld) | | $ | 1,450 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 5 | | |
Income from Securities Loaned — Net | | | 1 | | |
Total Investment Income | | | 1,456 | | |
Expenses: | |
Advisory Fees (Note B) | | | 154 | | |
Professional Fees | | | 87 | | |
Registration Fees | | | 31 | | |
Sub Transfer Agency Fees — Class I | | | 22 | | |
Sub Transfer Agency Fees — Class A | | | 1 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Administration Fees (Note C) | | | 15 | | |
Custodian Fees (Note F) | | | 14 | | |
Shareholder Reporting Fees | | | 11 | | |
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) | | | 2 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 1 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 1 | | |
Pricing Fees | | | 3 | | |
Directors' Fees and Expenses | | | 2 | | |
Other Expenses | | | 7 | | |
Total Expenses | | | 362 | | |
Waiver of Advisory Fees (Note B) | | | (144 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (15 | ) | |
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 | | | 196 | | |
Net Investment Income | | | 1,260 | | |
Realized Loss: | |
Investments Sold | | | (661 | ) | |
Foreign Currency Translation | | | (9 | ) | |
Net Realized Loss | | | (670 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 898 | | |
Foreign Currency Translation | | | 5 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 903 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 233 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 1,493 | | |
@ 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, 2023
Global Real Estate Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 1,260 | | | $ | 1,353 | | |
Net Realized Gain (Loss) | | | (670 | ) | | | 2,038 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 903 | | | | (20,898 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 1,493 | | | | (17,507 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (8,529 | ) | |
Class A | | | — | | | | (499 | ) | |
Class L | | | — | | | | (84 | ) | |
Class C | | | — | | | | (29 | ) | |
Class R6* | | | — | | | | (215 | ) | |
Class IR | | | — | | | | (2 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (9,358 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 154 | | | | 1,321 | | |
Distributions Reinvested | | | — | | | | 8,090 | | |
Redeemed | | | (1,899 | ) | | | (9,886 | ) | |
Class A: | |
Subscribed | | | 14 | | | | 88 | | |
Distributions Reinvested | | | — | | | | 498 | | |
Redeemed | | | (447 | ) | | | (923 | ) | |
Class L: | |
Exchanged | | | — | | | | 56 | | |
Distributions Reinvested | | | — | | | | 84 | | |
Redeemed | | | (21 | ) | | | (81 | ) | |
Class C: | |
Distributions Reinvested | | | — | | | | 29 | | |
Redeemed | | | (48 | ) | | | (346 | ) | |
Class R6:* | |
Subscribed | | | 20 | | | | 108 | | |
Distributions Reinvested | | | — | | | | 206 | | |
Redeemed | | | (146 | ) | | | (20,302 | ) | |
Class IR: | |
Distributions Reinvested | | | — | | | | 2 | | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (2,373 | ) | | | (21,056 | ) | |
Total Decrease in Net Assets | | | (880 | ) | | | (47,921 | ) | |
Net Assets: | |
Beginning of Period | | | 38,640 | | | | 86,561 | | |
End of Period | | $ | 37,760 | | | $ | 38,640 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Global Real Estate Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 35 | | | | 225 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,973 | | |
Shares Redeemed | | | (441 | ) | | | (1,738 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (406 | ) | | | 460 | | |
Class A: | |
Shares Subscribed | | | 3 | | | | 14 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 122 | | |
Shares Redeemed | | | (105 | ) | | | (187 | ) | |
Net Decrease in Class A Shares Outstanding | | | (102 | ) | | | (51 | ) | |
Class L: | |
Shares Exchanged | | | — | | | | 10 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 21 | | |
Shares Redeemed | | | (5 | ) | | | (17 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | (5 | ) | | | 14 | | |
Class C: | |
Shares Issued on Distributions Reinvested | | | — | | | | 8 | | |
Shares Redeemed | | | (12 | ) | | | (58 | ) | |
Net Decrease in Class C Shares Outstanding | | | (12 | ) | | | (50 | ) | |
Class R6:* | |
Shares Subscribed | | | 4 | | | | 17 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 50 | | |
Shares Redeemed | | | (34 | ) | | | (2,969 | ) | |
Net Decrease in Class R6 Shares Outstanding | | | (30 | ) | | | (2,902 | ) | |
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, 2023
Financial Highlights
Global Real Estate Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 4.10 | | | $ | 7.24 | | | $ | 8.26 | | | $ | 9.87 | | | $ | 9.19 | | | $ | 11.13 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.14 | | | | 0.15 | | | | 0.09 | | | | 0.15 | | | | 0.24 | | | | 0.27 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.01 | | | | (2.04 | ) | | | 1.79 | | | | (1.57 | ) | | | 1.43 | | | | (1.11 | ) | |
Total from Investment Operations | | | 0.15 | | | | (1.89 | ) | | | 1.88 | | | | (1.42 | ) | | | 1.67 | | | | (0.84 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.08 | ) | | | (1.57 | ) | | | (0.11 | ) | | | (0.54 | ) | | | (0.51 | ) | |
Net Realized Gain | | | — | | | | (1.17 | ) | | | (1.33 | ) | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | |
Total Distributions | | | — | | | | (1.25 | ) | | | (2.90 | ) | | | (0.19 | ) | | | (0.99 | ) | | | (1.10 | ) | |
Net Asset Value, End of Period | | $ | 4.25 | | | $ | 4.10 | | | $ | 7.24 | | | $ | 8.26 | | | $ | 9.87 | | | $ | 9.19 | | |
Total Return(2) | | | 3.66 | %(3) | | | (26.03 | )% | | | 23.99 | % | | | (14.33 | )% | | | 18.35 | % | | | (7.92 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 35,249 | | | $ | 35,613 | | | $ | 59,614 | | | $ | 84,874 | | | $ | 323,386 | | | $ | 361,680 | | |
Ratio of Expenses Before Expense Limitation | | | 1.83 | %(4) | | | 1.72 | % | | | 1.12 | % | | | 1.20 | % | | | 1.05 | % | | | 1.10 | % | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(4)(5) | | | 1.00 | %(5) | | | 0.94 | %(5) | | | 1.01 | %(5)(6) | | | 1.00 | %(5) | | | 1.03 | %(5)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.00 | %(5) | | | 0.93 | %(5) | | | 1.00 | %(5) | | | 1.00 | %(5) | | | 1.03 | %(5) | |
Ratio of Net Investment Income | | | 6.58 | %(4)(5) | | | 2.52 | %(5) | | | 1.03 | %(5) | | | 1.86 | %(5) | | | 2.36 | %(5) | | | 2.54 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 38 | %(3) | | | 87 | % | | | 135 | % | | | 51 | % | | | 24 | % | | | 38 | % | |
(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) Not annualized.
(4) Annualized.
(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 Financial Statements.
(7) 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.
(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, 2023
Financial Highlights
Global Real Estate Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 4.09 | | | $ | 7.22 | | | $ | 8.25 | | | $ | 9.85 | | | $ | 9.17 | | | $ | 11.10 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.13 | | | | 0.13 | | | | 0.05 | | | | 0.13 | | | | 0.21 | | | | 0.23 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.02 | | | | (2.02 | ) | | | 1.79 | | | | (1.58 | ) | | | 1.41 | | | | (1.10 | ) | |
Total from Investment Operations | | | 0.15 | | | | (1.89 | ) | | | 1.84 | | | | (1.45 | ) | | | 1.62 | | | | (0.87 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.07 | ) | | | (1.54 | ) | | | (0.07 | ) | | | (0.49 | ) | | | (0.47 | ) | |
Net Realized Gain | | | — | | | | (1.17 | ) | | | (1.33 | ) | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | |
Total Distributions | | | — | | | | (1.24 | ) | | | (2.87 | ) | | | (0.15 | ) | | | (0.94 | ) | | | (1.06 | ) | |
Net Asset Value, End of Period | | $ | 4.24 | | | $ | 4.09 | | | $ | 7.22 | | | $ | 8.25 | | | $ | 9.85 | | | $ | 9.17 | | |
Total Return(2) | | | 3.67 | %(3) | | | (26.10 | )% | | | 23.47 | % | | | (14.65 | )% | | | 17.90 | % | | | (8.19 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,329 | | | $ | 1,698 | | | $ | 3,368 | | | $ | 4,316 | | | $ | 10,728 | | | $ | 12,775 | | |
Ratio of Expenses Before Expense Limitation | | | 2.32 | %(4) | | | 1.74 | % | | | 2.05 | % | | | 1.90 | % | | | 1.37 | % | | | 1.39 | % | |
Ratio of Expenses After Expense Limitation | | | 1.35 | %(4)(5) | | | 1.16 | %(5) | | | 1.36 | %(5)(6) | | | 1.36 | %(5)(6) | | | 1.35 | %(5) | | | 1.38 | %(5)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.15 | %(5) | | | 1.35 | %(5) | | | 1.35 | %(5) | | | 1.35 | %(5) | | | 1.38 | %(5) | |
Ratio of Net Investment Income | | | 6.24 | %(4)(5) | | | 2.17 | %(5) | | | 0.57 | %(5) | | | 1.63 | %(5) | | | 2.00 | %(5) | | | 2.18 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 38 | %(3) | | | 87 | % | | | 135 | % | | | 51 | % | | | 24 | % | | | 38 | % | |
(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) Not annualized.
(4) Annualized.
(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 Financial Statements.
(7) 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.
(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, 2023
Financial Highlights
Global Real Estate Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 4.03 | | | $ | 7.14 | | | $ | 8.18 | | | $ | 9.75 | | | $ | 9.09 | | | $ | 11.01 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.12 | | | | 0.10 | | | | 0.01 | | | | 0.08 | | | | 0.16 | | | | 0.17 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.02 | | | | (2.01 | ) | | | 1.77 | | | | (1.56 | ) | | | 1.40 | | | | (1.09 | ) | |
Total from Investment Operations | | | 0.14 | | | | (1.91 | ) | | | 1.78 | | | | (1.48 | ) | | | 1.56 | | | | (0.92 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.03 | ) | | | (1.49 | ) | | | (0.01 | ) | | | (0.45 | ) | | | (0.41 | ) | |
Net Realized Gain | | | — | | | | (1.17 | ) | | | (1.33 | ) | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | |
Total Distributions | | | — | | | | (1.20 | ) | | | (2.82 | ) | | | (0.09 | ) | | | (0.90 | ) | | | (1.00 | ) | |
Net Asset Value, End of Period | | $ | 4.17 | | | $ | 4.03 | | | $ | 7.14 | | | $ | 8.18 | | | $ | 9.75 | | | $ | 9.09 | | |
Total Return(2) | | | 3.47 | %(3) | | | (26.76 | )% | | | 22.94 | % | | | (15.17 | )% | | | 17.37 | % | | | (8.74 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 343 | | | $ | 352 | | | $ | 521 | | | $ | 522 | | | $ | 1,419 | | | $ | 1,220 | | |
Ratio of Expenses Before Expense Limitation | | | 3.22 | %(4) | | | 2.84 | % | | | 2.30 | % | | | 2.08 | % | | | 1.91 | % | | | 2.02 | % | |
Ratio of Expenses After Expense Limitation | | | 1.85 | %(4)(5) | | | 1.85 | %(5) | | | 1.86 | %(5)(6) | | | 1.86 | %(5)(6) | | | 1.85 | %(5) | | | 1.88 | %(5)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.85 | %(5) | | | 1.85 | %(5) | | | 1.85 | %(5) | | | 1.85 | %(5) | | | 1.88 | %(5) | |
Ratio of Net Investment Income | | | 5.74 | %(4)(5) | | | 1.71 | %(5) | | | 0.12 | %(5) | | | 1.07 | %(5) | | | 1.54 | %(5) | | | 1.64 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 38 | %(3) | | | 87 | % | | | 135 | % | | | 51 | % | | | 24 | % | | | 38 | % | |
(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) Not annualized.
(4) Annualized.
(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 Financial Statements.
(7) 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.
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Real Estate Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 3.87 | | | $ | 6.90 | | | $ | 8.01 | | | $ | 9.56 | | | $ | 8.92 | | | $ | 10.83 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.11 | | | | 0.07 | | | | (0.00 | )(2) | | | 0.08 | | | | 0.13 | | | | 0.16 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.02 | | | | (1.93 | ) | | | 1.71 | | | | (1.54 | ) | | | 1.37 | | | | (1.09 | ) | |
Total from Investment Operations | | | 0.13 | | | | (1.86 | ) | | | 1.71 | | | | (1.46 | ) | | | 1.50 | | | | (0.93 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (1.49 | ) | | | (0.01 | ) | | | (0.41 | ) | | | (0.39 | ) | |
Net Realized Gain | | | — | | | | (1.17 | ) | | | (1.33 | ) | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | |
Total Distributions | | | — | | | | (1.17 | ) | | | (2.82 | ) | | | (0.09 | ) | | | (0.86 | ) | | | (0.98 | ) | |
Net Asset Value, End of Period | | $ | 4.00 | | | $ | 3.87 | | | $ | 6.90 | | | $ | 8.01 | | | $ | 9.56 | | | $ | 8.92 | | |
Total Return(3) | | | 3.36 | %(4) | | | (26.97 | )% | | | 22.54 | % | | | (15.26 | )% | | | 16.98 | % | | | (8.93 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 82 | | | $ | 126 | | | $ | 569 | | | $ | 225 | | | $ | 397 | | | $ | 428 | | |
Ratio of Expenses Before Expense Limitation | | | 5.36 | %(5) | | | 3.49 | % | | | 2.94 | % | | | 2.96 | % | | | 2.51 | % | | | 2.47 | % | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(5)(6) | | | 2.10 | %(6) | | | 2.11 | %(6)(7) | | | 2.11 | %(6)(7) | | | 2.10 | %(6) | | | 2.12 | %(6)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.10 | %(6) | | | 2.10 | %(6) | | | 2.10 | %(6) | | | 2.10 | %(6) | | | 2.12 | %(6) | |
Ratio of Net Investment Income (Loss) | | | 5.48 | %(5)(6) | | | 1.11 | %(6) | | | (0.03 | )%(6) | | | 1.00 | %(6) | | | 1.26 | %(6) | | | 1.53 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | |
Portfolio Turnover Rate | | | 38 | %(4) | | | 87 | % | | | 135 | % | | | 51 | % | | | 24 | % | | | 38 | % | |
(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) Not annualized.
(5) Annualized.
(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) 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 Financial Statements.
(8) 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.
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Real Estate Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 4.09 | | | $ | 7.23 | | | $ | 8.25 | | | $ | 9.87 | | | $ | 9.19 | | | $ | 11.13 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.14 | | | | 0.14 | | | | 0.08 | | | | 0.17 | | | | 0.25 | | | | 0.28 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.02 | | | | (2.02 | ) | | | 1.80 | | | | (1.59 | ) | | | 1.43 | | | | (1.11 | ) | |
Total from Investment Operations | | | 0.16 | | | | (1.88 | ) | | | 1.88 | | | | (1.42 | ) | | | 1.68 | | | | (0.83 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.09 | ) | | | (1.57 | ) | | | (0.12 | ) | | | (0.55 | ) | | | (0.52 | ) | |
Net Realized Gain | | | — | | | | (1.17 | ) | | | (1.33 | ) | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | |
Total Distributions | | | — | | | | (1.26 | ) | | | (2.90 | ) | | | (0.20 | ) | | | (1.00 | ) | | | (1.11 | ) | |
Net Asset Value, End of Period | | $ | 4.25 | | | $ | 4.09 | | | $ | 7.23 | | | $ | 8.25 | | | $ | 9.87 | | | $ | 9.19 | | |
Total Return(3) | | | 3.91 | %(4) | | | (26.05 | )% | | | 24.02 | % | | | (14.36 | )% | | | 18.43 | % | | | (7.83 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 749 | | | $ | 843 | | | $ | 22,479 | | | $ | 218,100 | | | $ | 350,363 | | | $ | 517,658 | | |
Ratio of Expenses Before Expense Limitation | | | 2.20 | %(5) | | | 1.59 | % | | | 1.13 | % | | | 1.01 | % | | | 0.94 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(5)(6) | | | 0.94 | %(6) | | | 0.95 | %(6)(7) | | | 0.95 | %(6)(7) | | | 0.94 | %(6) | | | 0.95 | %(6)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.94 | %(6) | | | 0.94 | %(6) | | | 0.94 | %(6) | | | 0.94 | %(6) | | | 0.95 | %(6) | |
Ratio of Net Investment Income | | | 6.65 | %(5)(6) | | | 2.21 | %(6) | | | 0.93 | %(6) | | | 2.21 | %(6) | | | 2.41 | %(6) | | | 2.58 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | |
Portfolio Turnover Rate | | | 38 | %(4) | | | 87 | % | | | 135 | % | | | 51 | % | | | 24 | % | | | 38 | % | |
(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) 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) 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 Financial Statements.
(8) 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.
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Real Estate Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 4.09 | | | $ | 7.23 | | | $ | 8.25 | | | $ | 9.87 | | | $ | 9.19 | | | $ | 11.09 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.14 | | | | 0.15 | | | | 0.04 | | | | 0.18 | | | | 0.25 | | | | 0.23 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.01 | | | | (2.03 | ) | | | 1.84 | | | | (1.60 | ) | | | 1.43 | | | | (1.02 | ) | |
Total from Investment Operations | | | 0.15 | | | | (1.88 | ) | | | 1.88 | | | | (1.42 | ) | | | 1.68 | | | | (0.79 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.09 | ) | | | (1.57 | ) | | | (0.12 | ) | | | (0.55 | ) | | | (0.52 | ) | |
Net Realized Gain | | | — | | | | (1.17 | ) | | | (1.33 | ) | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | |
Total Distributions | | | — | | | | (1.26 | ) | | | (2.90 | ) | | | (0.20 | ) | | | (1.00 | ) | | | (1.11 | ) | |
Net Asset Value, End of Period | | $ | 4.24 | | | $ | 4.09 | | | $ | 7.23 | | | $ | 8.25 | | | $ | 9.87 | | | $ | 9.19 | | |
Total Return(3) | | | 3.67 | %(4) | | | (26.01 | )% | | | 24.08 | % | | | (14.36 | )% | | | 18.44 | % | | | (7.49 | )%(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8 | | | $ | 8 | | | $ | 10 | | | $ | 8 | | | $ | 10 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 29.80 | %(5) | | | 23.96 | % | | | 23.02 | % | | | 26.07 | % | | | 21.38 | % | | | 18.72 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(5)(6) | | | 0.94 | %(6) | | | 0.95 | %(6)(7) | | | 0.95 | %(6)(7) | | | 0.94 | %(6) | | | 0.94 | %(5)(6)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.94 | %(6) | | | 0.94 | %(6) | | | 0.94 | %(6) | | | 0.94 | %(6) | | | N/A | | |
Ratio of Net Investment Income | | | 6.65 | %(5)(6) | | | 2.52 | %(6) | | | 0.46 | %(6) | | | 2.37 | %(6) | | | 2.45 | %(6) | | | 3.94 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(5)(9) | |
Portfolio Turnover Rate | | | 38 | %(4) | | | 87 | % | | | 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) 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) 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 Financial Statements.
(8) 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.
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, including circumstances under which the Adviser or the Sub-Advisers determine 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 approved 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,
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | |
Data Centers | | $ | 3,194 | | | $ | — | | | $ | — | | | $ | 3,194 | | |
Diversified | | | — | | | | 5,324 | | | | — | | | | 5,324 | | |
Health Care | | | 3,048 | | | | 358 | | | | — | | | | 3,406 | | |
Industrial | | | 4,558 | | | | 1,682 | | | | — | | | | 6,240 | | |
Industrial/Office Mixed | | | — | | | | 733 | | | | — | | | | 733 | | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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) | |
Lodging/Resorts | | $ | 799 | | | $ | 614 | | | $ | — | | | $ | 1,413 | | |
Office | | | 203 | | | | 980 | | | | — | | | | 1,183 | | |
Residential | | | 5,548 | | | | 906 | | | | — | | | | 6,454 | | |
Retail | | | 4,523 | | | | 892 | | | | — | | | | 5,415 | | |
Self Storage | | | 2,208 | | | | 655 | | | | — | | | | 2,863 | | |
Specialty | | | 1,217 | | | | — | | | | — | | | | 1,217 | | |
Total Common Stocks | | | 25,298 | | | | 12,144 | | | | — | | | | 37,442 | | |
Rights | |
Health Care | | | 4 | | | | — | | | | — | | | | 4 | | |
Short-Term Investments | |
Investment Company | | | 486 | | | | — | | | | — | | | | 486 | | |
Repurchase Agreements | | | — | | | | 15 | | | | — | | | | 15 | | |
Total Short-Term Investments | | | 486 | | | | 15 | | | | — | | | | 501 | | |
Total Assets | | $ | 25,788 | | | $ | 12,159 | | | $ | — | | | $ | 37,947 | | |
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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 U.S. 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 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, 2023:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amount Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 900 | (a) | | $ | — | | | $ | (900 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $195,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $749,000 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 borrowings.
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, 2023:
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 | | $ | 195 | | | $ | — | | | $ | — | | | $ | — | | | $ | 195 | | |
Total Borrowings | | $ | 195 | | | $ | — | | | $ | — | | | $ | — | | | $ | 195 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 195 | | |
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
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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.
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, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.05% 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, 2023, approximately $144,000 of advisory fees were waived and approximately $22,000 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, 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
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $14,824,000 and $15,802,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,045 | | | $ | 4,193 | | | $ | 4,752 | | | $ | 5 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 486 | | |
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, 2023, 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
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 6,952 | | | $ | 2,406 | | | $ | 18,710 | | | $ | 7,102 | | |
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 adjustment to prior period equalization debits, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | (1,287 | ) | | $ | 1,287 | | |
At December 31, 2022, 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) | |
$ | 636 | | | $ | 193 | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 68.1%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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. 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 actual management fee was lower than its peer group average, and its contractual management fee and total expense ratio were higher than its peer group averages. 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 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.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (unaudited)
U.S. Customer Privacy Notice April 2021
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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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGRESAN
5845767 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Global Sustain Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,145.40 | | | $ | 1,020.33 | | | $ | 4.79 | | | $ | 4.51 | | | | 0.90 | % | |
Global Sustain Portfolio Class A | | | 1,000.00 | | | | 1,143.30 | | | | 1,018.60 | | | | 6.64 | | | | 6.26 | | | | 1.25 | | |
Global Sustain Portfolio Class L | | | 1,000.00 | | | | 1,140.70 | | | | 1,016.12 | | | | 9.29 | | | | 8.75 | | | | 1.75 | | |
Global Sustain Portfolio Class C | | | 1,000.00 | | | | 1,139.60 | | | | 1,014.93 | | | | 10.56 | | | | 9.94 | | | | 1.99 | | |
Global Sustain Portfolio Class R6 | | | 1,000.00 | | | | 1,145.40 | | | | 1,020.58 | | | | 4.52 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Global Sustain Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.2%) | |
Canada (3.3%) | |
Constellation Software, Inc. | | | 1,558 | | | $ | 3,228 | | |
France (1.5%) | |
L'Oreal SA | | | 3,218 | | | | 1,501 | | |
Germany (7.7%) | |
Deutsche Boerse AG | | | 10,885 | | | | 2,009 | | |
SAP SE | | | 40,613 | | | | 5,548 | | |
| | | 7,557 | | |
Hong Kong (1.1%) | |
AIA Group Ltd. | | | 108,000 | | | | 1,097 | | |
Sweden (1.5%) | |
Atlas Copco AB, Class A | | | 104,259 | | | | 1,505 | | |
Taiwan (2.8%) | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | 26,740 | | | | 2,699 | | |
United Kingdom (8.1%) | |
Experian PLC | | | 26,494 | | | | 1,017 | | |
Prudential PLC | | | 88,361 | | | | 1,248 | | |
Reckitt Benckiser Group PLC | | | 47,934 | | | | 3,602 | | |
RELX PLC (LSE) | | | 62,277 | | | | 2,078 | | |
| | | 7,945 | | |
United States (72.2%) | |
Abbott Laboratories | | | 27,183 | | | | 2,964 | | |
Accenture PLC, Class A | | | 19,296 | | | | 5,954 | | |
Adobe, Inc. (a) | | | 3,176 | | | | 1,553 | | |
Alphabet, Inc., Class A (a) | | | 22,441 | | | | 2,686 | | |
Amphenol Corp., Class A | | | 17,018 | | | | 1,445 | | |
Aon PLC, Class A | | | 7,543 | | | | 2,604 | | |
Arthur J Gallagher & Co. | | | 8,424 | | | | 1,850 | | |
Automatic Data Processing, Inc. | | | 8,925 | | | | 1,962 | | |
Becton Dickinson & Co. | | | 13,493 | | | | 3,562 | | |
Broadridge Financial Solutions, Inc. | | | 7,842 | | | | 1,299 | | |
CDW Corp. | | | 8,166 | | | | 1,498 | | |
Coca-Cola Co. | | | 13,507 | | | | 813 | | |
Danaher Corp. | | | 16,312 | | | | 3,915 | | |
Equifax, Inc. | | | 8,362 | | | | 1,968 | | |
Intercontinental Exchange, Inc. | | | 29,707 | | | | 3,359 | | |
IQVIA Holdings, Inc. (a) | | | 14,721 | | | | 3,309 | | |
Jack Henry & Associates, Inc. | | | 3,453 | | | | 578 | | |
Microsoft Corp. | | | 18,189 | | | | 6,194 | | |
Moody's Corp. | | | 2,393 | | | | 832 | | |
NIKE, Inc., Class B | | | 8,051 | | | | 889 | | |
Otis Worldwide Corp. | | | 20,101 | | | | 1,789 | | |
PayPal Holdings, Inc. (a) | | | 26,358 | | | | 1,759 | | |
Procter & Gamble Co. | | | 12,574 | | | | 1,908 | | |
Revvity, Inc. | | | 4,735 | | | | 562 | | |
Roper Technologies, Inc. | | | 4,267 | | | | 2,052 | | |
Steris PLC | | | 5,795 | | | | 1,304 | | |
Texas Instruments, Inc. | | | 10,510 | | | | 1,892 | | |
| | Shares | | Value (000) | |
Thermo Fisher Scientific, Inc. | | | 7,694 | | | $ | 4,014 | | |
Visa, Inc., Class A | | | 22,689 | | | | 5,388 | | |
Zoetis, Inc. | | | 5,175 | | | | 891 | | |
| | | 70,793 | | |
Total Common Stocks (Cost $77,890) | | | 96,325 | | |
Short-Term Investment (1.5%) | |
Investment Company (1.5%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $1,526) | | | 1,525,637 | | | | 1,526 | | |
Total Investments (99.7%) (Cost $79,416) (b)(c) | | | 97,851 | | |
Other Assets in Excess of Liabilities (0.3%) | | | 281 | | |
Net Assets (100.0%) | | $ | 98,132 | | |
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, $19,605,000 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 Financial Statements.
(c) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $18,867,000 and the aggregate gross unrealized depreciation is approximately $432,000, resulting in net unrealized appreciation of approximately $18,435,000.
ADR American Depositary Receipt.
LSE London Stock Exchange.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 19.5 | % | |
Software | | | 19.0 | | |
Life Sciences Tools & Services | | | 12.1 | | |
Professional Services | | | 8.4 | | |
Health Care Equipment & Supplies | | | 8.0 | | |
Financial Services | | | 7.9 | | |
Insurance | | | 7.0 | | |
Capital Markets | | | 6.3 | | |
Information Technology Services | | | 6.1 | | |
Household 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, 2023 (unaudited)
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $77,890) | | $ | 96,325 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $1,526) | | | 1,526 | | |
Total Investments in Securities, at Value (Cost $79,416) | | | 97,851 | | |
Foreign Currency, at Value (Cost $292) | | | 291 | | |
Receivable for Investments Sold | | | 376 | | |
Receivable for Fund Shares Sold | | | 102 | | |
Dividends Receivable | | | 62 | | |
Tax Reclaim Receivable | | | 37 | | |
Receivable from Affiliate | | | 6 | | |
Other Assets | | | 55 | | |
Total Assets | | | 98,780 | | |
Liabilities: | |
Payable for Investments Purchased | | | 398 | | |
Payable for Advisory Fees | | | 106 | | |
Payable for Fund Shares Redeemed | | | 82 | | |
Payable for Professional Fees | | | 26 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 9 | | |
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 | | |
Payable for Administration Fees | | | 6 | | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 4 | | |
Payable for Custodian Fees | | | 3 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6 | | | — | @ | |
Other Liabilities | | | 10 | | |
Total Liabilities | | | 648 | | |
Net Assets | | $ | 98,132 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 86,183 | | |
Total Distributable Earnings | | | 11,949 | | |
Net Assets | | $ | 98,132 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 73,013 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 4,192,946 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.41 | | |
CLASS A: | |
Net Assets | | $ | 6,144 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 354,972 | | |
Net Asset Value, Redemption Price Per Share | | $ | 17.31 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.96 | | |
Maximum Offering Price Per Share | | $ | 18.27 | | |
CLASS L: | |
Net Assets | | $ | 1,344 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 79,725 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 16.86 | | |
CLASS C: | |
Net Assets | | $ | 4,363 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 265,881 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 16.41 | | |
CLASS R6: | |
Net Assets | | $ | 13,268 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 761,936 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.41 | | |
@ 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, 2023 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $39 of Foreign Taxes Withheld) | | $ | 714 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 39 | | |
Total Investment Income | | | 753 | | |
Expenses: | |
Advisory Fees (Note B) | | | 312 | | |
Professional Fees | | | 70 | | |
Administration Fees (Note C) | | | 36 | | |
Sub Transfer Agency Fees — Class I | | | 30 | | |
Sub Transfer Agency Fees — Class A | | | 3 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 2 | | |
Shareholder Services Fees — Class A (Note D) | | | 7 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 5 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 22 | | |
Registration Fees | | | 27 | | |
Custodian Fees (Note F) | | | 10 | | |
Transfer Agency Fees — Class I (Note E) | | | 3 | | |
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 | | |
Shareholder Reporting Fees | | | 8 | | |
Directors' Fees and Expenses | | | 3 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 5 | | |
Total Expenses | | | 550 | | |
Waiver of Advisory Fees (Note B) | | | (92 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (17 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (1 | ) | |
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 | | | 436 | | |
Net Investment Income | | | 317 | | |
Realized Loss: | |
Investments Sold | | | (3,069 | ) | |
Foreign Currency Translation | | | (2 | ) | |
Net Realized Loss | | | (3,071 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 14,922 | | |
Foreign Currency Translation | | | (1 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 14,921 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 11,850 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 12,167 | | |
@ 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, 2023
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 317 | | | $ | 351 | | |
Net Realized Loss | | | (3,071 | ) | | | (3,537 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 14,921 | | | | (19,757 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 12,167 | | | | (22,943 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (397 | ) | |
Class A | | | — | | | | (21 | ) | |
Class L | | | — | | | | (4 | ) | |
Class C | | | — | | | | (16 | ) | |
Class R6* | | | — | | | | (88 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (526 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 15,696 | | | | 23,385 | | |
Distributions Reinvested | | | — | | | | 389 | | |
Redeemed | | | (7,636 | ) | | | (31,187 | ) | |
Class A: | |
Subscribed | | | 424 | | | | 1,281 | | |
Distributions Reinvested | | | — | | | | 21 | | |
Redeemed | | | (873 | ) | | | (4,153 | ) | |
Class L: | |
Distributions Reinvested | | | — | | | | 4 | | |
Redeemed | | | (80 | ) | | | (75 | ) | |
Class C: | |
Subscribed | | | 116 | | | | 893 | | |
Distributions Reinvested | | | — | | | | 16 | | |
Redeemed | | | (610 | ) | | | (992 | ) | |
Class R6:* | |
Subscribed | | | 21 | | | | 4 | | |
Distributions Reinvested | | | — | | | | 88 | | |
Redeemed | | | (— | @) | | | (5 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | 7,058 | | | | (10,331 | ) | |
Total Increase (Decrease) in Net Assets | | | 19,225 | | | | (33,800 | ) | |
Net Assets: | |
Beginning of Period | | | 78,907 | | | | 112,707 | | |
End of Period | | $ | 98,132 | | | $ | 78,907 | | |
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 985 | | | | 1,420 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 26 | | |
Shares Redeemed | | | (475 | ) | | | (1,914 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | 510 | | | | (468 | ) | |
Class A: | |
Shares Subscribed | | | 26 | | | | 77 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (55 | ) | | | (257 | ) | |
Net Decrease in Class A Shares Outstanding | | | (29 | ) | | | (179 | ) | |
Class L: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (5 | ) | | | (5 | ) | |
Net Decrease in Class L Shares Outstanding | | | (5 | ) | | | (5 | ) | |
Class C: | |
Shares Subscribed | | | 8 | | | | 60 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (39 | ) | | | (65 | ) | |
Net Decrease in Class C Shares Outstanding | | | (31 | ) | | | (4 | ) | |
Class R6:* | |
Shares Subscribed | | | 1 | | | | — | @@ | |
Shares Issued on Distributions Reinvested | | | — | | | | 6 | | |
Shares Redeemed | | | (— | @@) | | | (— | @@) | |
Net Increase in Class R6 Shares Outstanding | | | 1 | | | | 6 | | |
* 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, 2023
Financial Highlights
Global Sustain Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 15.20 | | | $ | 19.30 | | | $ | 16.57 | | | $ | 14.66 | | | $ | 11.58 | | | $ | 12.47 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.06 | | | | 0.08 | | | | 0.09 | | | | 0.08 | | | | 0.09 | | | | 0.12 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.15 | | | | (4.08 | ) | | | 2.98 | | | | 2.25 | | | | 3.38 | | | | (0.04 | ) | |
Total from Investment Operations | | | 2.21 | | | | (4.00 | ) | | | 3.07 | | | | 2.33 | | | | 3.47 | | | | 0.08 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.05 | ) | | | (0.07 | ) | | | (0.06 | ) | | | (0.08 | ) | | | (0.07 | ) | |
Net Realized Gain | | | — | | | | (0.05 | ) | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | |
Total Distributions | | | — | | | | (0.10 | ) | | | (0.34 | ) | | | (0.42 | ) | | | (0.39 | ) | | | (0.97 | ) | |
Net Asset Value, End of Period | | $ | 17.41 | | | $ | 15.20 | | | $ | 19.30 | | | $ | 16.57 | | | $ | 14.66 | | | $ | 11.58 | | |
Total Return(2) | | | 14.54 | %(3) | | | (20.69 | )% | | | 18.62 | % | | | 15.96 | % | | | 30.03 | % | | | 0.60 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 73,013 | | | $ | 55,997 | | | $ | 80,097 | | | $ | 34,042 | | | $ | 14,756 | | | $ | 5,891 | | |
Ratio of Expenses Before Expense Limitation | | | 1.16 | %(4) | | | 1.24 | % | | | 1.17 | % | | | 1.45 | % | | | 1.92 | % | | | 2.86 | % | |
Ratio of Expenses After Expense Limitation | | | 0.90 | %(4)(5) | | | 0.90 | %(5) | | | 0.90 | %(5) | | | 0.90 | %(5) | | | 0.90 | %(5) | | | 0.93 | %(5)(6) | |
Ratio of Net Investment Income | | | 0.79 | %(4)(5) | | | 0.47 | %(5) | | | 0.51 | %(5) | | | 0.52 | %(5) | | | 0.68 | %(5) | | | 0.97 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 20 | %(3) | | | 26 | % | | | 11 | % | | | 20 | % | | | 14 | % | | | 76 | % | |
(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) Not annualized.
(4) Annualized.
(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) 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.
(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, 2023
Financial Highlights
Global Sustain Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 15.14 | | | $ | 19.21 | | | $ | 16.51 | | | $ | 14.62 | | | $ | 11.56 | | | $ | 12.44 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.04 | | | | 0.02 | | | | 0.03 | | | | 0.03 | | | | 0.05 | | | | 0.07 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.13 | | | | (4.04 | ) | | | 2.96 | | | | 2.23 | | | | 3.36 | | | | (0.03 | ) | |
Total from Investment Operations | | | 2.17 | | | | (4.02 | ) | | | 2.99 | | | | 2.26 | | | | 3.41 | | | | 0.04 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.02 | ) | | | (0.01 | ) | | | (0.04 | ) | | | (0.02 | ) | |
Net Realized Gain | | | �� | | | | (0.05 | ) | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | |
Total Distributions | | | — | | | | (0.05 | ) | | | (0.29 | ) | | | (0.37 | ) | | | (0.35 | ) | | | (0.92 | ) | |
Net Asset Value, End of Period | | $ | 17.31 | | | $ | 15.14 | | | $ | 19.21 | | | $ | 16.51 | | | $ | 14.62 | | | $ | 11.56 | | |
Total Return(2) | | | 14.33 | %(3) | | | (20.91 | )% | | | 18.20 | % | | | 15.53 | % | | | 29.53 | % | | | 0.26 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 6,144 | | | $ | 5,816 | | | $ | 10,812 | | | $ | 4,839 | | | $ | 2,949 | | | $ | 1,872 | | |
Ratio of Expenses Before Expense Limitation | | | 1.48 | %(4) | | | 1.51 | % | | | 1.46 | % | | | 1.76 | % | | | 2.25 | % | | | 3.21 | % | |
Ratio of Expenses After Expense Limitation | | | 1.25 | %(4)(5) | | | 1.25 | %(5) | | | 1.22 | %(5) | | | 1.24 | %(5) | | | 1.25 | %(5) | | | 1.28 | %(5)(6) | |
Ratio of Net Investment Income | | | 0.44 | %(4)(5) | | | 0.13 | %(5) | | | 0.18 | %(5) | | | 0.17 | %(5) | | | 0.35 | %(5) | | | 0.57 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 20 | %(3) | | | 26 | % | | | 11 | % | | | 20 | % | | | 14 | % | | | 76 | % | |
(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) Not annualized.
(4) Annualized.
(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) 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.
(7) 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, 2023
Financial Highlights
Global Sustain Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 14.78 | | | $ | 18.86 | | | $ | 16.28 | | | $ | 14.48 | | | $ | 11.47 | | | $ | 12.41 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | (0.00 | )(2) | | | (0.06 | ) | | | (0.05 | ) | | | (0.05 | ) | | | (0.01 | ) | | | 0.01 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.08 | | | | (3.97 | ) | | | 2.90 | | | | 2.21 | | | | 3.33 | | | | (0.04 | ) | |
Total from Investment Operations | | | 2.08 | | | | (4.03 | ) | | | 2.85 | | | | 2.16 | | | | 3.32 | | | | (0.03 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | (0.05 | ) | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | |
Total Distributions | | | — | | | | (0.05 | ) | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.91 | ) | |
Net Asset Value, End of Period | | $ | 16.86 | | | $ | 14.78 | | | $ | 18.86 | | | $ | 16.28 | | | $ | 14.48 | | | $ | 11.47 | | |
Total Return(3) | | | 14.07 | %(4) | | | (21.35 | )% | | | 17.58 | % | | | 14.97 | % | | | 28.87 | % | | | (0.25 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,344 | | | $ | 1,253 | | | $ | 1,684 | | | $ | 1,441 | | | $ | 1,437 | | | $ | 1,365 | | |
Ratio of Expenses Before Expense Limitation | | | 2.04 | %(5) | | | 2.05 | % | | | 2.08 | % | | | 2.32 | % | | | 2.77 | % | | | 3.73 | % | |
Ratio of Expenses After Expense Limitation | | | 1.75 | %(5)(6) | | | 1.75 | %(6) | | | 1.75 | %(6) | | | 1.75 | %(6) | | | 1.75 | %(6) | | | 1.78 | %(6)(7) | |
Ratio of Net Investment Income (Loss) | | | (0.06 | )%(5)(6) | | | (0.37 | )%(6) | | | (0.27 | )%(6) | | | (0.33 | )%(6) | | | (0.09 | )%(6) | | | 0.04 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 20 | %(4) | | | 26 | % | | | 11 | % | | | 20 | % | | | 14 | % | | | 76 | % | |
(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 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 (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 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.
(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, 2023
Financial Highlights
Global Sustain Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 14.40 | | | $ | 18.41 | | | $ | 15.94 | | | $ | 14.22 | | | $ | 11.30 | | | $ | 12.26 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(1) | | | (0.02 | ) | | | (0.09 | ) | | | (0.09 | ) | | | (0.08 | ) | | | (0.05 | ) | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.03 | | | | (3.87 | ) | | | 2.83 | | | | 2.16 | | | | 3.28 | | | | (0.02 | ) | |
Total from Investment Operations | | | 2.01 | | | | (3.96 | ) | | | 2.74 | | | | 2.08 | | | | 3.23 | | | | (0.05 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | (0.05 | ) | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | |
Total Distributions | | | — | | | | (0.05 | ) | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.91 | ) | |
Net Asset Value, End of Period | | $ | 16.41 | | | $ | 14.40 | | | $ | 18.41 | | | $ | 15.94 | | | $ | 14.22 | | | $ | 11.30 | | |
Total Return(2) | | | 13.96 | %(3) | | | (21.54 | )% | | | 17.33 | % | | | 14.68 | % | | | 28.63 | % | | | (0.50 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,363 | | | $ | 4,279 | | | $ | 5,551 | | | $ | 3,594 | | | $ | 2,872 | | | $ | 1,846 | | |
Ratio of Expenses Before Expense Limitation | | | 2.19 | %(4) | | | 2.25 | % | | | 2.22 | % | | | 2.51 | % | | | 2.97 | % | | | 4.00 | % | |
Ratio of Expenses After Expense Limitation | | | 1.99 | %(4)(5) | | | 1.98 | %(5) | | | 1.97 | %(5) | | | 1.99 | %(5) | | | 1.98 | %(5) | | | 2.02 | %(5)(6) | |
Ratio of Net Investment Loss | | | (0.30 | )%(4)(5) | | | (0.61 | )%(5) | | | (0.52 | )%(5) | | | (0.56 | )%(5) | | | (0.38 | )%(5) | | | (0.24 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 20 | %(3) | | | 26 | % | | | 11 | % | | | 20 | % | | | 14 | % | | | 76 | % | |
(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) Not annualized.
(4) Annualized.
(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) 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.
(7) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Global Sustain Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 15.20 | | | $ | 19.29 | | | $ | 16.57 | | | $ | 14.66 | | | $ | 11.58 | | | $ | 12.47 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.07 | | | | 0.09 | | | | 0.11 | | | | 0.09 | | | | 0.11 | | | | 0.05 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.14 | | | | (4.07 | ) | | | 2.96 | | | | 2.25 | | | | 3.37 | | | | 0.04 | | |
Total from Investment Operations | | | 2.21 | | | | (3.98 | ) | | | 3.07 | | | | 2.34 | | | | 3.48 | | | | 0.09 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.06 | ) | | | (0.08 | ) | | | (0.07 | ) | | | (0.09 | ) | | | (0.08 | ) | |
Net Realized Gain | | | — | | | | (0.05 | ) | | | (0.27 | ) | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | |
Total Distributions | | | — | | | | (0.11 | ) | | | (0.35 | ) | | | (0.43 | ) | | | (0.40 | ) | | | (0.98 | ) | |
Net Asset Value, End of Period | | $ | 17.41 | | | $ | 15.20 | | | $ | 19.29 | | | $ | 16.57 | | | $ | 14.66 | | | $ | 11.58 | | |
Total Return(3) | | | 14.54 | %(4) | | | (20.60 | )% | | | 18.60 | % | | | 16.00 | % | | | 30.08 | % | | | 0.66 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 13,268 | | | $ | 11,562 | | | $ | 14,563 | | | $ | 9,317 | | | $ | 7,450 | | | $ | 4,847 | | |
Ratio of Expenses Before Expense Limitation | | | 1.08 | %(5) | | | 1.14 | % | | | 1.12 | % | | | 1.41 | % | | | 1.88 | % | | | 3.12 | % | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(5)(6) | | | 0.85 | %(6) | | | 0.85 | %(6) | | | 0.85 | %(6) | | | 0.85 | %(6) | | | 0.85 | %(6)(7) | |
Ratio of Net Investment Income | | | 0.84 | %(5)(6) | | | 0.53 | %(6) | | | 0.60 | %(6) | | | 0.58 | %(6) | | | 0.79 | %(6) | | | 0.41 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 20 | %(4) | | | 26 | % | | | 11 | % | | | 20 | % | | | 14 | % | | | 76 | % | |
(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) 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) 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.
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | 813 | | | $ | — | | | $ | — | | | $ | 813 | | |
Capital Markets | | | 4,191 | | | | 2,009 | | | | — | | | | 6,200 | | |
Electronic Equipment, Instruments & Components | | | 2,943 | | | | — | | | | — | | | | 2,943 | | |
Financial Services | | | 7,725 | | | | — | | | | — | | | | 7,725 | | |
Health Care Equipment & Supplies | | | 7,830 | | | | — | | | | — | | | | 7,830 | | |
Household Products | | | 1,908 | | | | 3,602 | | | | — | | | | 5,510 | | |
Information Technology Services | | | 5,954 | | | | — | | | | — | | | | 5,954 | | |
Insurance | | | 4,454 | | | | 2,345 | | | | — | | | | 6,799 | | |
Interactive Media & Services | | | 2,686 | | | | — | | | | — | | | | 2,686 | | |
Life Sciences Tools & Services | | | 11,800 | | | | — | | | | — | | | | 11,800 | | |
Machinery | | | 1,789 | | | | 1,505 | | | | — | | | | 3,294 | | |
Personal Care Products | | | — | | | | 1,501 | | | | — | | | | 1,501 | | |
Pharmaceuticals | | | 891 | | | | — | | | | — | | | | 891 | | |
Professional Services | | | 5,229 | | | | 3,095 | | | | — | | | | 8,324 | | |
Semiconductors & Semiconductor Equipment | | | 4,591 | | | | — | | | | — | | | | 4,591 | | |
Software | | | 13,027 | | | | 5,548 | | | | — | | | | 18,575 | | |
Textiles, Apparel & Luxury Goods | | | 889 | | | | — | | | | — | | | | 889 | | |
Total Common Stocks | | | 76,720 | | | | 19,605 | | | | — | | | | 96,325 | | |
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 Investment | |
Investment Company | | $ | 1,526 | | | $ | — | | | $ | — | | | $ | 1,526 | | |
Total Assets | | $ | 78,246 | | | $ | 19,605 | | | $ | — | | | $ | 97,851 | | |
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 U.S. 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.
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
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | Over $500 million | |
| 0.70 | % | | | 0.65 | % | |
For the six months ended June 30, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.49% 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, 2023, approximately $92,000 of advisory fees were waived and approximately $20,000 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 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
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $24,402,000 and $17,594,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,203 | | | $ | 20,725 | | | $ | 20,402 | | | $ | 39 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 1,526 | | |
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, 2023, 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, 2023 (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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 250 | | | $ | 276 | | | $ | 351 | | | $ | 1,547 | | |
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, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | (81 | ) | | $ | 81 | | |
At December 31, 2022, 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) | |
$ | 93 | | | $ | — | | |
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital
losses of approximately $361,000 and $2,343,000 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 72.8%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 five-year period but below 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 was lower than its peer group average, actual management fee was higher 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 and management fee were acceptable and (ii) total expense ratio 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 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, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGQSAN
5843006 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Growth Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 29 | | |
Liquidity Risk Management Program | | | 31 | | |
U.S. Customer Privacy Notice | | | 32 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,323.40 | | | $ | 1,021.82 | | | $ | 3.46 | | | $ | 3.01 | | | | 0.60 | % | |
Growth Portfolio Class A | | | 1,000.00 | | | | 1,321.90 | | | | 1,020.58 | | | | 4.89 | | | | 4.26 | | | | 0.85 | | |
Growth Portfolio Class L | | | 1,000.00 | | | | 1,318.30 | | | | 1,018.15 | | | | 7.70 | | | | 6.71 | | | | 1.34 | | |
Growth Portfolio Class C | | | 1,000.00 | | | | 1,316.90 | | | | 1,016.86 | | | | 9.19 | | | | 8.00 | | | | 1.60 | | |
Growth Portfolio Class R6 | | | 1,000.00 | | | | 1,324.00 | | | | 1,022.27 | | | | 2.94 | | | | 2.56 | | | | 0.51 | | |
Growth Portfolio Class IR | | | 1,000.00 | | | | 1,324.30 | | | | 1,022.27 | | | | 2.94 | | | | 2.56 | | | | 0.51 | | |
* 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments
Growth Portfolio
| | Shares | | Value (000) | |
Common Stocks (95.8%) | |
Automobiles (5.0%) | |
Rivian Automotive, Inc., Class A (a) | | | 579,734 | | | $ | 9,658 | | |
Tesla, Inc. (a) | | | 1,014,753 | | | | 265,632 | | |
| | | 275,290 | | |
Biotechnology (1.5%) | |
Alnylam Pharmaceuticals, Inc. (a) | | | 40,849 | | | | 7,759 | | |
Intellia Therapeutics, Inc. (a) | | | 466,979 | | | | 19,043 | | |
Moderna, Inc. (a) | | | 45,229 | | | | 5,495 | | |
ProKidney Corp. (a)(b) | | | 2,699,185 | | | | 30,204 | | |
Roivant Sciences Ltd. (a) | | | 1,898,988 | | | | 19,142 | | |
| | | 81,643 | | |
Broadline Retail (4.3%) | |
Coupang, Inc. (Korea, Republic of) (a) | | | 5,229,290 | | | | 90,989 | | |
Global-e Online Ltd. (Israel) (a) | | | 1,580,776 | | | | 64,717 | | |
MercadoLibre, Inc. (a) | | | 66,878 | | | | 79,224 | | |
| | | 234,930 | | |
Capital Markets (0.3%) | |
Coinbase Global, Inc., Class A (a)(b) | | | 224,898 | | | | 16,092 | | |
Chemicals (0.4%) | |
Ginkgo Bioworks Holdings, Inc. (a)(b) | | | 11,540,010 | | | | 21,464 | | |
Commercial Services & Supplies (0.3%) | |
Aurora Innovation, Inc. (a) | | | 6,082,706 | | | | 17,883 | | |
Electronic Equipment, Instruments & Components (0.0%) | |
Magic Leap, Inc., Class A (a)(c)(d) (acquisition cost — $18,812; acquired 12/22/15) | | | 38,705 | | | | — | | |
Entertainment (5.0%) | |
ROBLOX Corp., Class A (a) | | | 6,860,879 | | | | 276,494 | | |
Financial Services (6.4%) | |
Adyen NV (Netherlands) (a) | | | 133,279 | | | | 230,795 | | |
Affirm Holdings, Inc. (a) | | | 4,164,706 | | | | 63,845 | | |
Block, Inc., Class A (a) | | | 839,147 | | | | 55,862 | | |
| | | 350,502 | | |
Ground Transportation (10.4%) | |
Grab Holdings Ltd., Class A (Singapore) (a) | | | 25,842,665 | | | | 88,640 | | |
Uber Technologies, Inc. (a) | | | 11,258,223 | | | | 486,018 | | |
| | | 574,658 | | |
Health Care Providers & Services (3.2%) | |
Agilon health, Inc. (a) | | | 10,286,791 | | | | 178,373 | | |
Health Care Technology (1.1%) | |
Doximity, Inc., Class A (a) | | | 1,708,502 | | | | 58,123 | | |
Hotels, Restaurants & Leisure (5.4%) | |
DoorDash, Inc., Class A (a) | | | 3,894,585 | | | | 297,624 | | |
Information Technology Services (22.5%) | |
Cloudflare, Inc., Class A (a) | | | 5,798,284 | | | | 379,034 | | |
Shopify, Inc., Class A (Canada) (a) | | | 7,030,499 | | | | 454,170 | | |
Snowflake, Inc., Class A (a) | | | 2,304,342 | | | | 405,518 | | |
| | | 1,238,722 | | |
| | Shares | | Value (000) | |
Leisure Products (0.6%) | |
Peloton Interactive, Inc., Class A (a) | | | 4,236,918 | | | $ | 32,582 | | |
Life Sciences Tools & Services (4.2%) | |
10X Genomics, Inc., Class A (a) | | | 991,613 | | | | 55,372 | | |
Illumina, Inc. (a) | | | 950,083 | | | | 178,131 | | |
| | | 233,503 | | |
Media (8.3%) | |
Trade Desk, Inc., Class A (a) | | | 5,918,021 | | | | 456,990 | | |
Pharmaceuticals (4.4%) | |
Royalty Pharma PLC, Class A | | | 7,902,191 | | | | 242,913 | | |
Software (8.7%) | |
Bills Holdings, Inc. (a) | | | 2,174,711 | | | | 254,115 | | |
Gitlab, Inc., Class A (a) | | | 1,841,713 | | | | 94,130 | | |
Procore Technologies, Inc. (a) | | | 852,886 | | | | 55,497 | | |
Samsara, Inc., Class A (a) | | | 2,794,834 | | | | 77,445 | | |
| | | 481,187 | | |
Specialty Retail (3.8%) | |
Carvana Co. (a)(b) | | | 3,277,511 | | | | 84,953 | | |
Chewy, Inc., Class A (a) | | | 2,038,218 | | | | 80,449 | | |
Wayfair, Inc., Class A (a) | | | 712,044 | | | | 46,290 | | |
| | | 211,692 | | |
Total Common Stocks (Cost $5,447,887) | | | 5,280,665 | | |
Preferred Stocks (2.1%) | |
Financial Services (0.2%) | |
Stripe, Inc., Series H (a)(c)(d) (acquisition cost — $12,876; acquired 3/17/23) | | | 639,525 | | | | 13,270 | | |
Software (1.9%) | |
Databricks, Inc., Series H (a)(c)(d) (acquisition cost — $136,746; acquired 8/31/21) | | | 1,860,888 | | | | 106,927 | | |
Total Preferred Stocks (Cost $149,622) | | | 120,197 | | |
Investment Company (1.5%) | |
Grayscale Bitcoin Trust (a) (Cost $165,921) | | | 4,286,447 | | | | 82,257 | | |
Short-Term Investments (2.2%) | |
Investment Company (1.0%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $55,310) | | | 55,310,498 | | | | 55,310 | | |
Securities held as Collateral on Loaned Securities (1.2%) | |
Investment Company (1.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 59,653,763 | | | | 59,654 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.1%) | |
Citigroup, Inc., (5.00%, dated 6/30/23, due 7/3/23; proceeds $1,039; fully collateralized by U.S. Government obligations; 0.00% due 7/27/23 - 8/10/23; valued at $1,060) | | $ | 1,039 | | | | 1,039 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Growth Portfolio
| | Face Amount (000) | | Value (000) | |
Repurchase Agreements (cont'd) | |
HSBC Securities USA, Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $2,210; fully collateralized by U.S. Government obligations; 0.00% due 8/15/23 - 11/15/25; valued at $2,254) | | $ | 2,209 | | | $ | 2,209 | | |
Merrill Lynch & Co., Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $1,768; fully collateralized by a U.S. Government obligation; 1.63% due 10/15/27; valued at $1,803) | | | 1,768 | | | | 1,768 | | |
| | | 5,016 | | |
Total Securities held as Collateral on Loaned Securities (Cost $64,670) | | | 64,670 | | |
Total Short-Term Investments (Cost $119,980) | | | 119,980 | | |
Total Investments Excluding Purchased Options (101.6%) (Cost $5,883,410) | | | | | 5,603,099 | | |
Total Purchased Options Outstanding (0.3%) (Cost $23,922) | | | 15,492 | | |
Total Investments (101.9%) (Cost $5,907,332) Including $63,378 of Securities Loaned (e)(f)(g) | | | 5,618,591 | | |
Liabilities in Excess of Other Assets (–1.9%) | | | (105,991 | ) | |
Net Assets (100.0%) | | $ | 5,512,600 | | |
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2023.
(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, 2023 amounts to approximately $120,197,000 and represents 2.2% of net assets.
(d) At June 30, 2023, the Fund held fair valued securities valued at approximately $120,197,000, representing 2.2% 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.
(e) Securities are available for collateral in connection with purchased options.
(f) The approximate fair value and percentage of net assets, $230,795,000 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, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $1,083,785,000 and the aggregate gross unrealized depreciation is approximately $1,372,526,000, resulting in net unrealized depreciation of approximately $288,741,000.
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2023:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Appreciation (Depreciation) (000) | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.43 | | | | Jan-24 | | | | 1,032,347,082 | | | $ | 1,032,347 | | | $ | 6,719 | | | $ | 4,859 | | | $ | 1,860 | | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.53 | | | | Jul-23 | | | | 1,396,474,244 | | | | 1,396,474 | | | | 272 | | | | 6,934 | | | | (6,662 | ) | |
Standard Chartered Bank | | USD/CNH | | CNH | 7.57 | | | | Aug-23 | | | | 1,535,427,907 | | | | 1,535,428 | | | | 1,082 | | | | 6,854 | | | | (5,772 | ) | |
Standard Chartered Bank | | USD/CNH | | CNH | 7.57 | | | | May-24 | | | | 1,232,952,555 | | | | 1,232,953 | | | | 7,414 | | | | 5,216 | | | | 2,198 | | |
Goldman Sachs International | | USD/CNH | | CNH | 7.87 | | | | Oct-23 | | | | 12,162,956 | | | | 12,163 | | | | 5 | | | | 59 | | | | (54 | ) | |
| | | | | | | | | | | | $ | 15,492 | | | $ | 23,922 | | | $ | (8,430 | ) | |
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 26.4 | % | |
Information Technology Services | | | 22.4 | | |
Software | | | 10.6 | | |
Ground Transportation | | | 10.4 | | |
Media | | | 8.2 | | |
Financial Services | | | 6.6 | | |
Hotels, Restaurants & Leisure | | | 5.4 | | |
Entertainment | | | 5.0 | | |
Automobiles | | | 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, 2023.
** 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, 2023 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $5,792,368) | | $ | 5,503,627 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $114,964) | | | 114,964 | | |
Total Investments in Securities, at Value (Cost $5,907,332) | | | 5,618,591 | | |
Foreign Currency, at Value (Cost $2) | | | 2 | | |
Receivable for Fund Shares Sold | | | 2,268 | | |
Receivable from Securities Lending Income | | | 297 | | |
Receivable from Affiliate | | | 237 | | |
Dividends Receivable | | | 85 | | |
Other Assets | | | 573 | | |
Total Assets | | | 5,622,053 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 64,670 | | |
Payable for Fund Shares Redeemed | | | 21,300 | | |
Due to Broker | | | 14,510 | | |
Payable for Advisory Fees | | | 5,217 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 1,036 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 971 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 27 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 82 | | |
Payable for Shareholder Services Fees — Class A | | | 373 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 35 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 143 | | |
Payable for Administration Fees | | | 360 | | |
Payable for Directors' Fees and Expenses | | | 39 | | |
Payable for Transfer Agency Fees — Class I | | | 11 | | |
Payable for Transfer Agency Fees — Class A | | | 13 | | |
Payable for Transfer Agency Fees — Class L | | | 2 | | |
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 | | | 20 | | |
Payable for Professional Fees | | | 5 | | |
Other Liabilities | | | 637 | | |
Total Liabilities | | | 109,453 | | |
Net Assets | | $ | 5,512,600 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 8,551,941 | | |
Total Accumulated Loss | | | (3,039,341 | ) | |
Net Assets | | $ | 5,512,600 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 1,675,018 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 49,495,932 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 33.84 | | |
CLASS A: | |
Net Assets | | $ | 1,843,385 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 60,734,253 | | |
Net Asset Value, Redemption Price Per Share | | $ | 30.35 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.68 | | |
Maximum Offering Price Per Share | | $ | 32.03 | | |
CLASS L: | |
Net Assets | | $ | 57,642 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,170,919 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 26.55 | | |
CLASS C: | |
Net Assets | | $ | 176,160 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 6,869,952 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 25.64 | | |
CLASS R6: | |
Net Assets | | $ | 1,760,361 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 51,096,190 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 34.45 | | |
CLASS IR: | |
Net Assets | | $ | 34 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 995 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 34.34 | | |
(1) Including: Securities on Loan, at Value: | | $ | 63,378 | | |
@ 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, 2023 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $37 of Foreign Taxes Withheld) | | $ | 3,609 | | |
Income from Securities Loaned — Net | | | 2,058 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 1,354 | | |
Total Investment Income | | | 7,021 | | |
Expenses: | |
Advisory Fees (Note B) | | | 10,453 | | |
Shareholder Services Fees — Class A (Note D) | | | 2,119 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 194 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 810 | | |
Administration Fees (Note C) | | | 2,049 | | |
Sub Transfer Agency Fees — Class I | | | 645 | | |
Sub Transfer Agency Fees — Class A | | | 618 | | |
Sub Transfer Agency Fees — Class L | | | 12 | | |
Sub Transfer Agency Fees — Class C | | | 66 | | |
Shareholder Reporting Fees | | | 203 | | |
Transfer Agency Fees — Class I (Note E) | | | 58 | | |
Transfer Agency Fees — Class A (Note E) | | | 111 | | |
Transfer Agency Fees — Class L (Note E) | | | 8 | | |
Transfer Agency Fees — Class C (Note E) | | | 4 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 8 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Registration Fees | | | 113 | | |
Professional Fees | | | 85 | | |
Custodian Fees (Note F) | | | 75 | | |
Directors' Fees and Expenses | | | 47 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 116 | | |
Total Expenses | | | 17,797 | | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (58 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Net Expenses | | | 17,738 | | |
Net Investment Loss | | | (10,717 | ) | |
Realized Loss: | |
Investments Sold | | | (888,774 | ) | |
Foreign Currency Translation | | | (19 | ) | |
Net Realized Loss | | | (888,793 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 2,317,549 | | |
Investments in Affiliates | | | 12,049 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 2,329,598 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 1,440,805 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 1,430,088 | | |
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (10,717 | ) | | $ | (43,384 | ) | |
Net Realized Loss | | | (888,793 | ) | | | (1,887,858 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 2,329,598 | | | | (7,187,849 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 1,430,088 | | | | (9,119,091 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (221,010 | ) | |
Class A | | | — | | | | (263,315 | ) | |
Class L | | | — | | | | (8,671 | ) | |
Class C | | | — | | | | (28,203 | ) | |
Class R6* | | | — | | | | (203,477 | ) | |
Class IR | | | — | | | | (76 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (724,752 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 213,665 | | | | 1,568,268 | | |
Distributions Reinvested | | | — | | | | 193,193 | | |
Redeemed | | | (455,241 | ) | | | (2,942,854 | ) | |
Class A: | |
Subscribed | | | 47,099 | | | | 324,563 | | |
Distributions Reinvested | | | — | | | | 255,925 | | |
Redeemed | | | (259,246 | ) | | | (1,054,118 | ) | |
Class L: | |
Exchanged | | | — | @ | | | 135 | | |
Distributions Reinvested | | | — | | | | 8,534 | | |
Redeemed | | | (2,982 | ) | | | (17,453 | ) | |
Class C: | |
Subscribed | | | 4,858 | | | | 41,416 | | |
Distributions Reinvested | | | — | | | | 25,964 | | |
Redeemed | | | (20,162 | ) | | | (120,670 | ) | |
Class R6:* | |
Subscribed | | | 107,817 | | | | 579,926 | | |
Distributions Reinvested | | | — | | | | 195,249 | | |
Redeemed | | | (207,646 | ) | | | (521,267 | ) | |
Class IR: | |
Subscribed | | | — | | | | 43,688 | | |
Distributions Reinvested | | | — | | | | 76 | | |
Redeemed | | | (8 | ) | | | (206,937 | ) | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (571,846 | ) | | | (1,626,362 | ) | |
Total Increase (Decrease) in Net Assets | | | 858,242 | | | | (11,470,205 | ) | |
Net Assets: | |
Beginning of Period | | | 4,654,358 | | | | 16,124,563 | | |
End of Period | | $ | 5,512,600 | | | $ | 4,654,358 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 7,312 | | | | 38,417 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 6,856 | | |
Shares Redeemed | | | (15,287 | ) | | | (71,730 | ) | |
Net Decrease in Class I Shares Outstanding | | | (7,975 | ) | | | (26,457 | ) | |
Class A: | |
Shares Subscribed | | | 1,774 | | | | 8,761 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 10,112 | | |
Shares Redeemed | | | (9,713 | ) | | | (28,399 | ) | |
Net Decrease in Class A Shares Outstanding | | | (7,939 | ) | | | (9,526 | ) | |
Class L: | |
Shares Exchanged | | | — | @@ | | | 6 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 384 | | |
Shares Redeemed | | | (129 | ) | | | (575 | ) | |
Net Decrease in Class L Shares Outstanding | | | (129 | ) | | | (185 | ) | |
Class C: | |
Shares Subscribed | | | 212 | | | | 1,224 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,209 | | |
Shares Redeemed | | | (891 | ) | | | (3,705 | ) | |
Net Decrease in Class C Shares Outstanding | | | (679 | ) | | | (1,272 | ) | |
Class R6:* | |
Shares Subscribed | | | 3,566 | | | | 12,457 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 6,810 | | |
Shares Redeemed | | | (6,800 | ) | | | (12,544 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | (3,234 | ) | | | 6,723 | | |
Class IR: | |
Shares Subscribed | | | — | | | | 853 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3 | | |
Shares Redeemed | | | (— | @@) | | | (5,098 | ) | |
Net Decrease in Class IR Shares Outstanding | | | (— | @@) | | | (4,242 | ) | |
* 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, 2023
Consolidated Financial Highlights
Growth Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 25.58 | | | $ | 74.29 | | | $ | 91.47 | | | $ | 46.33 | | | $ | 41.75 | | | $ | 41.65 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.05 | ) | | | (0.20 | ) | | | (0.50 | ) | | | (0.38 | ) | | | (0.19 | ) | | | (0.08 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 8.31 | | | | (44.22 | ) | | | 1.32 | | | | 54.08 | | | | 9.73 | | | | 3.50 | | |
Total from Investment Operations | | | 8.26 | | | | (44.42 | ) | | | 0.82 | | | | 53.70 | | | | 9.54 | | | | 3.42 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.29 | ) | | | (18.00 | ) | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | |
Net Asset Value, End of Period | | $ | 33.84 | | | $ | 25.58 | | | $ | 74.29 | | | $ | 91.47 | | | $ | 46.33 | | | $ | 41.75 | | |
Total Return(3) | | | 32.34 | %(4) | | | (60.34 | )% | | | 0.43 | % | | | 115.57 | % | | | 23.16 | % | | | 7.66 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,675,018 | | | $ | 1,469,843 | | | $ | 6,234,787 | | | $ | 6,816,690 | | | $ | 2,440,640 | | | $ | 1,785,893 | | |
Ratio of Expenses Before Expense Limitation | | | 0.60 | %(5) | | | 0.64 | % | | | 0.56 | % | | | N/A | | | | 0.59 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.60 | %(5)(6) | | | 0.64 | %(6) | | | 0.56 | %(6) | | | 0.54 | %(6) | | | 0.58 | %(6) | | | 0.58 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.58 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.32 | )%(5)(6) | | | (0.46 | )%(6) | | | (0.51 | )%(6) | | | (0.53 | )%(6) | | | (0.38 | )%(6) | | | (0.17 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 15 | %(4) | | | 40 | % | | | 59 | % | | | 60 | % | | | 87 | % | | | 41 | % | |
(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) Not annualized.
(5) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Growth Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 22.97 | | | $ | 67.88 | | | $ | 85.31 | | | $ | 43.57 | | | $ | 39.61 | | | $ | 39.77 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.08 | ) | | | (0.27 | ) | | | (0.70 | ) | | | (0.51 | ) | | | (0.30 | ) | | | (0.19 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 7.46 | | | | (40.35 | ) | | | 1.27 | | | | 50.81 | | | | 9.22 | | | | 3.35 | | |
Total from Investment Operations | | | 7.38 | | | | (40.62 | ) | | | 0.57 | | | | 50.30 | | | | 8.92 | | | | 3.16 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.29 | ) | | | (18.00 | ) | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | |
Net Asset Value, End of Period | | $ | 30.35 | | | $ | 22.97 | | | $ | 67.88 | | | $ | 85.31 | | | $ | 43.57 | | | $ | 39.61 | | |
Total Return(3) | | | 32.19 | %(4) | | | (60.44 | )% | | | 0.16 | % | | | 115.09 | % | | | 22.81 | % | | | 7.39 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,843,385 | | | $ | 1,577,172 | | | $ | 5,307,929 | | | $ | 5,465,808 | | | $ | 2,399,450 | | | $ | 2,043,706 | | |
Ratio of Expenses Before Expense Limitation | | | 0.85 | %(5) | | | 0.89 | % | | | 0.82 | % | | | N/A | | | | 0.84 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(5)(6) | | | 0.89 | %(6) | | | 0.82 | %(6) | | | 0.79 | %(6) | | | 0.83 | %(6) | | | 0.84 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.83 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.57 | )%(5)(6) | | | (0.71 | )%(6) | | | (0.77 | )%(6) | | | (0.77 | )%(6) | | | (0.64 | )%(6) | | | (0.43 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 15 | %(4) | | | 40 | % | | | 59 | % | | | 60 | % | | | 87 | % | | | 41 | % | |
(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) Not annualized.
(5) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Growth Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 20.14 | | | $ | 61.05 | | | $ | 78.85 | | | $ | 40.77 | | | $ | 37.51 | | | $ | 37.99 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.12 | ) | | | (0.40 | ) | | | (1.03 | ) | | | (0.76 | ) | | | (0.50 | ) | | | (0.39 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 6.53 | | | | (36.22 | ) | | | 1.23 | | | | 47.40 | | | | 8.72 | | | | 3.23 | | |
Total from Investment Operations | | | 6.41 | | | | (36.62 | ) | | | 0.20 | | | | 46.64 | | | | 8.22 | | | | 2.84 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.29 | ) | | | (18.00 | ) | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | |
Net Asset Value, End of Period | | $ | 26.55 | | | $ | 20.14 | | | $ | 61.05 | | | $ | 78.85 | | | $ | 40.77 | | | $ | 37.51 | | |
Total Return(3) | | | 31.83 | %(4) | | | (60.63 | )% | | | (0.30 | )% | | | 114.01 | % | | | 22.22 | % | | | 6.89 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 57,642 | | | $ | 46,313 | | | $ | 151,668 | | | $ | 173,317 | | | $ | 93,053 | | | $ | 83,818 | | |
Ratio of Expenses Before Expense Limitation | | | 1.34 | %(5) | | | 1.36 | % | | | 1.28 | % | | | N/A | | | | 1.33 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.34 | %(5)(6) | | | 1.36 | %(6) | | | 1.28 | %(6) | | | 1.29 | %(6) | | | 1.32 | %(6) | | | 1.31 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 1.32 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (1.07 | )%(5)(6) | | | (1.18 | )%(6) | | | (1.24 | )%(6) | | | (1.27 | )%(6) | | | (1.12 | )%(6) | | | (0.90 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 15 | %(4) | | | 40 | % | | | 59 | % | | | 60 | % | | | 87 | % | | | 41 | % | |
(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) Not annualized.
(5) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Growth Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 19.48 | | | $ | 59.49 | | | $ | 77.49 | | | $ | 40.23 | | | $ | 37.17 | | | $ | 37.76 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.15 | ) | | | (0.48 | ) | | | (1.23 | ) | | | (0.93 | ) | | | (0.61 | ) | | | (0.51 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 6.31 | | | | (35.24 | ) | | | 1.23 | | | | 46.75 | | | | 8.63 | | | | 3.24 | | |
Total from Investment Operations | | | 6.16 | | | | (35.72 | ) | | | (0.00 | )(3) | | | 45.82 | | | | 8.02 | | | | 2.73 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.29 | ) | | | (18.00 | ) | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | |
Net Asset Value, End of Period | | $ | 25.64 | | | $ | 19.48 | | | $ | 59.49 | | | $ | 77.49 | | | $ | 40.23 | | | $ | 37.17 | | |
Total Return(4) | | | 31.69 | %(5) | | | (60.73 | )% | | | (0.55 | )% | | | 113.48 | % | | | 21.91 | % | | | 6.61 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 176,160 | | | $ | 147,014 | | | $ | 524,748 | | | $ | 514,190 | | | $ | 166,303 | | | $ | 92,431 | | |
Ratio of Expenses Before Expense Limitation | | | 1.60 | %(6) | | | 1.61 | % | | | 1.55 | % | | | N/A | | | | 1.59 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.60 | %(6)(7) | | | 1.61 | %(7) | | | 1.55 | %(7) | | | 1.53 | %(7) | | | 1.58 | %(7) | | | 1.57 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 1.58 | %(7) | | | N/A | | |
Ratio of Net Investment Loss | | | (1.32 | )%(6)(7) | | | (1.43 | )%(7) | | | (1.50 | )%(7) | | | (1.51 | )%(7) | | | (1.38 | )%(7) | | | (1.17 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 15 | %(5) | | | 40 | % | | | 59 | % | | | 60 | % | | | 87 | % | | | 41 | % | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Growth Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 26.03 | | | $ | 75.32 | | | $ | 92.42 | | | $ | 46.73 | | | $ | 42.04 | | | $ | 41.89 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.04 | ) | | | (0.13 | ) | | | (0.41 | ) | | | (0.32 | ) | | | (0.15 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 8.46 | | | | (44.87 | ) | | | 1.31 | | | | 54.57 | | | | 9.80 | | | | 3.51 | | |
Total from Investment Operations | | | 8.42 | | | | (45.00 | ) | | | 0.90 | | | | 54.25 | | | | 9.65 | | | | 3.47 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.29 | ) | | | (18.00 | ) | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | |
Net Asset Value, End of Period | | $ | 34.45 | | | $ | 26.03 | | | $ | 75.32 | | | $ | 92.42 | | | $ | 46.73 | | | $ | 42.04 | | |
Total Return(4) | | | 32.40 | %(5) | | | (60.28 | )% | | | 0.51 | % | | | 115.76 | % | | | 23.26 | % | | | 7.74 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,760,361 | | | $ | 1,413,983 | | | $ | 3,585,865 | | | $ | 3,743,697 | | | $ | 1,560,148 | | | $ | 1,202,659 | | |
Ratio of Expenses Before Expense Limitation | | | 0.51 | %(6) | | | 0.50 | % | | | 0.46 | % | | | N/A | | | | 0.50 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.51 | %(6)(7) | | | 0.50 | %(7) | | | 0.46 | %(7) | | | 0.47 | %(7) | | | 0.49 | %(7) | | | 0.50 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.49 | %(7) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.24 | )%(6)(7) | | | (0.32 | )%(7) | | | (0.41 | )%(7) | | | (0.45 | )%(7) | | | (0.29 | )%(7) | | | (0.09 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 15 | %(5) | | | 40 | % | | | 59 | % | | | 60 | % | | | 87 | % | | | 41 | % | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Growth Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 25.94 | | | $ | 75.32 | | | $ | 92.41 | | | $ | 46.73 | | | $ | 42.04 | | | $ | 52.16 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.03 | ) | | | (0.16 | ) | | | (0.41 | ) | | | (0.31 | ) | | | (0.15 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 8.43 | | | | (44.93 | ) | | | 1.32 | | | | 54.55 | | | | 9.80 | | | | (6.76 | ) | |
Total from Investment Operations | | | 8.40 | | | | (45.09 | ) | | | 0.91 | | | | 54.24 | | | | 9.65 | | | | (6.80 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (4.29 | ) | | | (18.00 | ) | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | |
Net Asset Value, End of Period | | $ | 34.34 | | | $ | 25.94 | | | $ | 75.32 | | | $ | 92.41 | | | $ | 46.73 | | | $ | 42.04 | | |
Total Return(4) | | | 32.43 | %(5) | | | (60.41 | )% | | | 0.52 | % | | | 115.74 | % | | | 23.26 | % | | | (13.48 | )%(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 34 | | | $ | 33 | | | $ | 319,566 | | | $ | 389,971 | | | $ | 269,241 | | | $ | 149,578 | | |
Ratio of Expenses Before Expense Limitation | | | 8.62 | %(6) | | | 0.49 | % | | | 0.46 | % | | | N/A | | | | 0.50 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.51 | %(6)(7) | | | 0.49 | %(7) | | | 0.46 | %(7) | | | 0.47 | %(7) | | | 0.49 | %(7) | | | 0.49 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.49 | %(7) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.23 | )%(6)(7) | | | (0.33 | )%(7) | | | (0.41 | )%(7) | | | (0.45 | )%(7) | | | (0.30 | )%(7) | | | (0.14 | )%(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(6) | |
Portfolio Turnover Rate | | | 15 | %(5) | | | 40 | % | | | 59 | % | | | 60 | % | | | 87 | % | | | 41 | % | |
(1) Commencement of Offering.
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 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, 2023, the Subsidiary represented approximately $88,613,000 or approximately 1.61% 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.
In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"), which clarifies the guidance in ASC Topic No. 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and introduces new disclosures related to such equity security. ASU 2022-03 clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security's unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security's fair value (i.e., the entity should not apply a discount related to the contractual sale restriction, as stated in ASC 820-10-35-36B as amended by ASU 2022-03). In addition, ASU 2022-03 prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. The new guidance is effective for public companies with annual reporting periods in fiscal years beginning after December 15, 2023, and interim periods in the following year, with early adoption permitted. At this time, management is currently evaluating the impact of ASU 2022-03.
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
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/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, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
2. Fair Value Measurement: FASB ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | 275,290 | | | $ | — | | | $ | — | | | $ | 275,290 | | |
Biotechnology | | | 81,643 | | | | — | | | | — | | | | 81,643 | | |
Broadline Retail | | | 234,930 | | | | — | | | | — | | | | 234,930 | | |
Capital Markets | | | 16,092 | | | | — | | | | — | | | | 16,092 | | |
Chemicals | | | 21,464 | | | | — | | | | — | | | | 21,464 | | |
Commercial Services & Supplies | | | 17,883 | | | | — | | | | — | | | | 17,883 | | |
Electronic Equipment, Instruments & Components | | | — | | | | — | | | | — | † | | | — | † | |
Entertainment | | | 276,494 | | | | — | | | | — | | | | 276,494 | | |
Financial Services | | | 119,707 | | | | 230,795 | | | | — | | | | 350,502 | | |
Ground Transportation | | | 574,658 | | | | — | | | | — | | | | 574,658 | | |
Health Care Providers & Services | | | 178,373 | | | | — | | | | — | | | | 178,373 | | |
Health Care Technology | | | 58,123 | | | | — | | | | — | | | | 58,123 | | |
Hotels, Restaurants & Leisure | | | 297,624 | | | | — | | | | — | | | | 297,624 | | |
Information Technology Services | | | 1,238,722 | | | | — | | | | — | | | | 1,238,722 | | |
Leisure Products | | | 32,582 | | | | — | | | | — | | | | 32,582 | | |
Life Sciences Tools & Services | | | 233,503 | | | | — | | | | — | | | | 233,503 | | |
Media | | | 456,990 | | | | — | | | | — | | | | 456,990 | | |
Pharmaceuticals | | | 242,913 | | | | — | | | | — | | | | 242,913 | | |
Software | | | 481,187 | | | | — | | | | — | | | | 481,187 | | |
Specialty Retail | | | 211,692 | | | | — | | | | — | | | | 211,692 | | |
Total Common Stocks | | | 5,049,870 | | | | 230,795 | | | | — | † | | | 5,280,665 | † | |
Preferred Stocks | |
Financial Services | | | — | | | | — | | | | 13,270 | | | | 13,270 | | |
Software | | | — | | | | — | | | | 106,927 | | | | 106,927 | | |
Total Preferred Stocks | | | — | | | | — | | | | 120,197 | | | | 120,197 | | |
Investment Company | | | 82,257 | | | | — | | | | — | | | | 82,257 | | |
Call Options Purchased | | | — | | | | 15,492 | | | | — | | | | 15,492 | | |
Short-Term Investments | |
Investment Company | | | 114,964 | | | | — | | | | — | | | | 114,964 | | |
Repurchase Agreements | | | — | | | | 5,016 | | | | — | | | | 5,016 | | |
Total Short-Term Investments | | | 114,964 | | | | 5,016 | | | | — | | | | 119,980 | | |
Total Assets | | $ | 5,247,091 | | | $ | 251,303 | | | $ | 120,197 | † | | $ | 5,618,591 | † | |
† Includes one or more securities 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 Stocks (000) | |
Beginning Balance | | $ | — | † | | $ | 102,367 | | |
Purchases | | | — | | | | 12,876 | | |
Sales | | | — | | | | — | | |
Amortization of discount | | | — | | | | — | | |
Transfers in | | | — | | | | — | | |
Transfers out | | | — | | | | — | | |
Corporate actions | | | — | | | | — | | |
Change in unrealized appreciation (depreciation) | | | — | | | | 4,954 | | |
Realized gains (losses) | | | — | | | | — | | |
Ending Balance | | $ | — | † | | $ | 120,197 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2023 | | $ | — | | | $ | 4,954 | | |
† 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, 2023. 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, 2023:
| | Fair Value at June 30, 2023 (000) | | Valuation Technique | | Unobservable Input | | Amount or Range/ Weighted Average* | | Impact to Valuation from an Increase in Input** | |
Preferred Stocks
| | $ | 120,197
| | | Market Transaction Method | | Precedent Transaction | | $ | 20.13–$60.00/$55.60 | | | Increase | |
| | | | | | Discounted Cash Flow | | Weighted Average Cost of Capital Perpetual Growth Rate | | | 13.5%–17.5%/14.7% 3.0%–4.0%/3.5% | | | Decrease Increase | |
| | | | | | Market Comparable Companies | | Enterprise Value/ Revenue Discount for Lack of Marketability | | | 1.0x–19.0x/14.3x 15.0% | | | Increase 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, 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
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 U.S. 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. Derivative instruments used by the Fund will be counted towards the Fund's exposure in the types of securities listed herein to the extent they have economic characteristics similar to such securities. 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, risks arising from margin and payment
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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 writes 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, 2023:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 15,492 | (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, 2023 in accordance with ASC 815:
Net Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (3,404 | )(a) | |
(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
At June 30, 2023, 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(b) (000) | | Liabilities (000) | |
Purchased Options | | $ | 15,492 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(b) 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, 2023:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(b) (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | 5 | | | $ | — | | | $ | (5 | ) | | $ | 0 | | |
JPMorgan Chase Bank NA | | | 6,991 | | | | — | | | | (6,720 | ) | | | 271 | | |
Standard Chartered Bank | | | 8,496 | | | | — | | | | (7,730 | ) | | | 766 | | |
Total | | $ | 15,492 | | | $ | — | | | $ | (14,455 | ) | | $ | 1,037 | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(b) 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, 2023, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 4,387,396,000 | | |
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
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2023:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amount Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 63,378 | (a) | | $ | — | | | $ | (63,378 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $64,670,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated 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 borrowings.
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, 2023:
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 | | $ | 64,670 | | | $ | — | | | $ | — | | | $ | — | | | $ | 64,670 | | |
Total Borrowings | | $ | 64,670 | | | $ | — | | | $ | — | | | $ | — | | | $ | 64,670 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 64,670 | | |
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
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.41% 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. For the six months ended June 30, 2023, approximately $1,000 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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to approximately $9,000.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $762,697,000 and $1,315,431,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, advisory fees paid were reduced by approximately $58,000 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, 2023 is as follows:
Affiliated Investment Company/Issuer | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 113,959 | | | $ | 629,922 | | | $ | 628,917 | | | $ | 1,354 | | |
ProKidney Corp.* | | | 26,324 | | | | — | | | | 13,906 | | | | — | | |
Total | | $ | 140,283 | | | $ | 629,922 | | | $ | 642,823 | | | $ | 1,354 | | |
Affiliated Investment Company/Issuer (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 114,964 | | |
ProKidney Corp.* | | | 2,525 | | | | 15,261 | | | | 30,204 | | |
Total | | $ | 2,525 | | | $ | 15,261 | | | $ | 145,168 | | |
* The security was deemed to no longer meet the criteria of an affiliated issuer at the reporting date.
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, 2023, 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, 2023, included in "Directors' Fees and Expenses" in the Consolidated Statement of Operations amounted to approximately $2,000. At June 30, 2023, the Fund had an accrued pension liability of approximately $39,000, 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.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a RIC 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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | 724,752 | | | $ | 709,582 | | | $ | 2,678,180 | | |
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.
Permanent differences, primarily due to a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 107,504 | | | $ | (107,504 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $1,070,945,000 and $467,078,000, 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, 2022, the Fund intends to defer to January 1, 2023 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post- October Capital Losses (000) | |
$ | 18,173 | | | $ | — | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, the Fund had record owners of 10% or greater. Investment activities of these shareholders
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
could have a material impact on the Fund. The aggregate percentage of such owners was 58.5%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to cryptocurrencies 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: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that
such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 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.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGRWSAN
5845780 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Inception Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 17 | | |
Investment Advisory Agreement Approval | | | 29 | | |
Liquidity Risk Management Program | | | 31 | | |
U.S. Customer Privacy Notice | | | 32 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,429.30 | | | $ | 1,019.84 | | | $ | 6.02 | | | $ | 5.01 | | | | 1.00 | % | |
Inception Portfolio Class A | | | 1,000.00 | | | | 1,427.80 | | | | 1,018.60 | | | | 7.52 | | | | 6.26 | | | | 1.25 | | |
Inception Portfolio Class L | | | 1,000.00 | | | | 1,420.80 | | | | 1,015.62 | | | | 11.10 | | | | 9.25 | | | | 1.85 | | |
Inception Portfolio Class C | | | 1,000.00 | | | | 1,421.90 | | | | 1,014.38 | | | | 12.61 | | | | 10.49 | | | | 2.10 | | |
Inception Portfolio Class R6 | | | 1,000.00 | | | | 1,429.50 | | | | 1,020.18 | | | | 5.60 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments
Inception Portfolio
| | Shares | | Value (000) | |
Common Stocks (94.4%) | |
Automobile Components (1.0%) | |
XPEL, Inc. (a) | | | 50,411 | | | $ | 4,246 | | |
Beverages (0.3%) | |
Celsius Holdings, Inc. (a) | | | 7,632 | | | | 1,139 | | |
Biotechnology (2.8%) | |
Arbutus Biopharma Corp. (a) | | | 750,708 | | | | 1,727 | | |
Beam Therapeutics, Inc. (a) | | | 45,837 | | | | 1,464 | | |
Intellia Therapeutics, Inc. (a) | | | 68,834 | | | | 2,807 | | |
ProKidney Corp. (a)(b) | | | 211,756 | | | | 2,369 | | |
Roivant Sciences Ltd. (a) | | | 428,176 | | | | 4,316 | | |
| | | 12,683 | | |
Broadline Retail (7.6%) | |
Global-e Online Ltd. (Israel) (a) | | | 830,305 | | | | 33,993 | | |
Chemicals (0.7%) | |
Ginkgo Bioworks Holdings, Inc. (a)(b) | | | 1,574,974 | | | | 2,929 | | |
Commercial Services & Supplies (0.3%) | |
Aurora Innovation, Inc. (a) | | | 465,702 | | | | 1,369 | | |
Diversified Consumer Services (0.9%) | |
Duolingo, Inc. (a) | | | 28,998 | | | | 4,145 | | |
Diversified Telecommunication Services (0.5%) | |
Anterix, Inc. (a) | | | 68,191 | | | | 2,161 | | |
Financial Services (5.1%) | |
Affirm Holdings, Inc. (a) | | | 1,485,298 | | | | 22,770 | | |
Ground Transportation (1.5%) | |
Grab Holdings Ltd., Class A (Singapore) (a) | | | 1,977,018 | | | | 6,781 | | |
Health Care Equipment & Supplies (1.9%) | |
Figs, Inc., Class A (a) | | | 459,398 | | | | 3,799 | | |
Inspire Medical Systems, Inc. (a) | | | 7,220 | | | | 2,344 | | |
Outset Medical, Inc. (a) | | | 111,690 | | | | 2,443 | | |
| | | 8,586 | | |
Health Care Providers & Services (4.1%) | |
23andMe Holding Co., Class A (a) | | | 455,162 | | | | 796 | | |
Agilon health, Inc. (a) | | | 806,553 | | | | 13,986 | | |
Guardant Health, Inc. (a) | | | 40,972 | | | | 1,467 | | |
Privia Health Group, Inc. (a) | | | 77,420 | | | | 2,021 | | |
| | | 18,270 | | |
Health Care Technology (4.8%) | |
Doximity, Inc., Class A (a) | | | 471,842 | | | | 16,052 | | |
Schrodinger, Inc. (a) | | | 112,449 | | | | 5,613 | | |
| | | 21,665 | | |
Hotels, Restaurants & Leisure (1.2%) | |
Cava Group, Inc. (a)(b) | | | 98,610 | | | | 4,038 | | |
Soho House & Co., Inc., Class A (a)(b) | | | 275,898 | | | | 1,495 | | |
| | | 5,533 | | |
Household Durables (4.4%) | |
Cricut, Inc., Class A (b) | | | 717,106 | | | | 8,749 | | |
Victoria PLC (United Kingdom) (a) | | | 1,426,971 | | | | 10,688 | | |
| | | 19,437 | | |
| | Shares | | Value (000) | |
Information Technology Services (11.7%) | |
Cloudflare, Inc., Class A (a) | | | 511,099 | | | $ | 33,411 | | |
Fastly, Inc., Class A (a) | | | 292,822 | | | | 4,618 | | |
MongoDB, Inc. (a) | | | 34,510 | | | | 14,183 | | |
| | | 52,212 | | |
Interactive Media & Services (1.7%) | |
Eventbrite, Inc., Class A (a) | | | 812,526 | | | | 7,760 | | |
Leisure Products (2.8%) | |
Peloton Interactive, Inc., Class A (a) | | | 1,602,281 | | | | 12,322 | | |
Life Sciences Tools & Services (4.5%) | |
10X Genomics, Inc., Class A (a) | | | 266,710 | | | | 14,893 | | |
MaxCyte, Inc. (a) | | | 438,499 | | | | 2,013 | | |
SomaLogic, Inc. (a) | | | 449,633 | | | | 1,038 | | |
Standard BioTools, Inc. (a)(b) | | | 1,038,846 | | | | 2,005 | | |
| | | 19,949 | | |
Metals & Mining (0.4%) | |
MP Materials Corp. (a) | | | 69,763 | | | | 1,596 | | |
Passenger Airlines (0.9%) | |
Joby Aviation, Inc. (a)(b) | | | 402,267 | | | | 4,127 | | |
Pharmaceuticals (0.5%) | |
ATAI Life Sciences NV (a)(b) | | | 548,518 | | | | 943 | | |
GH Research PLC (a) | | | 123,100 | | | | 1,461 | | |
| | | 2,404 | | |
Real Estate Management & Development (1.1%) | |
Opendoor Technologies, Inc. (a) | | | 631,371 | | | | 2,538 | | |
Redfin Corp. (a) | | | 178,294 | | | | 2,214 | | |
| | | 4,752 | | |
Software (24.0%) | |
Bills Holdings, Inc. (a) | | | 132,451 | | | | 15,477 | | |
Clear Secure, Inc., Class A | | | 71,201 | | | | 1,650 | | |
Confluent, Inc., Class A (a) | | | 168,899 | | | | 5,964 | | |
Gitlab, Inc., Class A (a) | | | 439,462 | | | | 22,461 | | |
MicroStrategy, Inc., Class A (a)(b) | | | 7,856 | | | | 2,690 | | |
Olo, Inc., Class A (a) | | | 246,844 | | | | 1,594 | | |
Procore Technologies, Inc. (a) | | | 299,703 | | | | 19,502 | | |
Samsara, Inc., Class A (a) | | | 1,262,121 | | | | 34,972 | | |
Unity Software, Inc. (a) | | | 66,084 | | | | 2,869 | | |
| | | 107,179 | | |
Specialty Retail (7.5%) | |
BARK, Inc. (a) | | | 846,530 | | | | 1,126 | | |
Carvana Co. (a) | | | 254,777 | | | | 6,604 | | |
Floor & Decor Holdings, Inc., Class A (a) | | | 185,733 | | | | 19,309 | | |
Wayfair, Inc., Class A (a) | | | 101,432 | | | | 6,594 | | |
| | | 33,633 | | |
Textiles, Apparel & Luxury Goods (2.2%) | |
On Holding AG, Class A (Switzerland) (a) | | | 304,082 | | | | 10,035 | | |
Total Common Stocks (Cost $391,471) | | | 421,676 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Inception Portfolio
| | Shares | | Value (000) | |
Preferred Stocks (2.2%) | |
Health Care Technology (1.3%) | |
Included Health, Inc., Series B (a)(c)(d) (acquisition cost — $3,362; acquired 7/03/14) | | | 3,269,139 | | | $ | 5,884 | | |
Software (0.9%) | |
Lookout, Inc., Series F (a)(c)(d) (acquisition cost — $13,476; acquired 6/17/14) | | | 1,179,743 | | | | 4,106 | | |
Total Preferred Stocks (Cost $16,838) | | | 9,990 | | |
Investment Company (1.4%) | |
Grayscale Bitcoin Trust (a) (Cost $8,801) | | | 317,899 | | | | 6,100 | | |
| | No. of Warrants | | | |
Warrants (0.0%) ‡ | |
Internet & Direct Marketing Retail (0.0%) ‡ | |
BARK, Inc. expires 5/1/26 (a) | | | 209,825 | | | | 30 | | |
Life Sciences Tools & Services (0.0%) ‡ | |
SomaLogic, Inc. expires 8/31/26 (a) | | | 61,142 | | | | 15 | | |
Total Warrants (Cost $1,304) | | | 45 | | |
| | Shares | | | |
Short-Term Investments (7.1%) | |
Investment Company (2.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $9,300) | | | 9,299,621 | | | | 9,300 | | |
Securities held as Collateral on Loaned Securities (5.0%) | |
Investment Company (4.6%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 20,856,860 | | | | 20,857 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.4%) | |
Citigroup, Inc., (5.00%, dated 6/30/23, due 7/3/23; proceeds $363; fully collateralized by U.S. Government obligations; 0.00% due 7/27/23 - 8/10/23; valued at $370) | | $ | 363 | | | | 363 | | |
HSBC Securities USA, Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $773; fully collateralized by U.S. Government obligations; 0.00% due 8/15/23 - 11/15/25; valued at $788) | | | 773 | | | | 773 | | |
Merrill Lynch & Co., Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $618; fully collateralized by a U.S. Government obligation; 1.63% due 10/15/27; valued at $630) | | | 618 | | | | 618 | | |
| | | 1,754 | | |
| | Value (000) | |
Total Securities held as Collateral on Loaned Securities (Cost $22,611) | | $ | 22,611 | | |
Total Short-Term Investments (Cost $31,911) | | | 31,911 | | |
Total Investments Excluding Purchased Options (105.1%) (Cost $450,325) | | | 469,722 | | |
Total Purchased Options Outstanding (0.3%) (Cost $1,823) | | | 1,150 | | |
Total Investments (105.4%) (Cost $452,148) Including $23,971 of Securities Loaned (e)(f)(g) | | | 470,872 | | |
Liabilities in Excess of Other Assets (–5.4%) | | | (24,187 | ) | |
Net Assets (100.0%) | | $ | 446,685 | | |
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2023.
(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, 2023 amounts to approximately $9,990,000 and represents 2.2% of net assets.
(d) At June 30, 2023, the Fund held fair valued securities valued at approximately $9,990,000, representing 2.2% 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.
(e) Securities are available for collateral in connection with purchased options.
(f) The approximate fair value and percentage of net assets, $10,688,000 and 2.4%, 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 Consolidated Financial Statements.
(g) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $96,111,000 and the aggregate gross unrealized depreciation is approximately $77,387,000, resulting in net unrealized appreciation of approximately $18,724,000.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Inception Portfolio
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2023:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Appreciation (Depreciation) (000) | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.43 | | | Jan-24 | | | 76,565,662 | | | $ | 76,566 | | | $ | 498 | | | $ | 360 | | | $ | 138 | | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.53 | | | Jul-23 | | | 109,794,878 | | | | 109,795 | | | | 22 | | | | 545 | | | | (523 | ) | |
Standard Chartered Bank | | USD/CNH | | CNH | 7.57 | | | Aug-23 | | | 118,346,563 | | | | 118,347 | | | | 83 | | | | 528 | | | | (445 | ) | |
Standard Chartered Bank | | USD/CNH | | CNH | 7.57 | | | May-24 | | | 90,850,215 | | | | 90,850 | | | | 546 | | | | 385 | | | | 161 | | |
Goldman Sachs International | | USD/CNH | | CNH | 7.87 | | | Oct-23 | | | 914,411 | | | | 914 | | | | 1 | | | | 5 | | | | (4 | ) | |
| | | | | | | | | | | | $ | 1,150 | | | $ | 1,823 | | | $ | (673 | ) | |
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 37.0 | % | |
Software | | | 24.9 | | |
Information Technology Services | | | 11.7 | | |
Broadline Retail | | | 7.6 | | |
Specialty Retail | | | 7.5 | | |
Health Care Technology | | | 6.2 | | |
Financial Services | | | 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, 2023.
** Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $421,991) | | $ | 440,715 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $30,157) | | | 30,157 | | |
Total Investments in Securities, at Value (Cost $452,148) | | | 470,872 | | |
Foreign Currency, at Value (Cost $2) | | | 2 | | |
Dividends Receivable | | | 719 | | |
Receivable for Fund Shares Sold | | | 513 | | |
Receivable from Securities Lending Income | | | 132 | | |
Receivable from Affiliate | | | 30 | | |
Other Assets | | | 104 | | |
Total Assets | | | 472,372 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 22,611 | | |
Due to Broker | | | 910 | | |
Payable for Advisory Fees | | | 720 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 451 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 241 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | 8 | | |
Payable for Fund Shares Redeemed | | | 547 | | |
Payable for Shareholder Services Fees — Class A | | | 35 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 9 | | |
Payable for Administration Fees | | | 28 | | |
Payable for Professional Fees | | | 27 | | |
Payable for Custodian Fees | | | 12 | | |
Payable for Transfer Agency Fees — Class I | | | 2 | | |
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 | | | 83 | | |
Total Liabilities | | | 25,687 | | |
Net Assets | | $ | 446,685 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 1,399,437 | | |
Total Accumulated Loss | | | (952,752 | ) | |
Net Assets | | $ | 446,685 | | |
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 200,388 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 17,550,717 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 11.42 | | |
CLASS A: | |
Net Assets | | $ | 178,591 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 23,463,305 | | |
Net Asset Value, Redemption Price Per Share | | $ | 7.61 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.42 | | |
Maximum Offering Price Per Share | | $ | 8.03 | | |
CLASS L: | |
Net Assets | | $ | 613 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 97,530 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 6.28 | | |
CLASS C: | |
Net Assets | | $ | 10,399 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,482,669 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 7.01 | | |
CLASS R6: | |
Net Assets | | $ | 56,694 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 4,907,209 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 11.55 | | |
(1) Including: Securities on Loan, at Value: | | $ | 23,971 | | |
@ 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, 2023 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers | | $ | 1,034 | | |
Income from Securities Loaned — Net | | | 1,003 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 114 | | |
Total Investment Income | | | 2,151 | | |
Expenses: | |
Advisory Fees (Note B) | | | 1,761 | | |
Administration Fees (Note C) | | | 153 | | |
Sub Transfer Agency Fees — Class I | | | 77 | | |
Sub Transfer Agency Fees — Class A | | | 50 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 6 | | |
Professional Fees | | | 80 | | |
Shareholder Reporting Fees | | | 42 | | |
Registration Fees | | | 40 | | |
Transfer Agency Fees — Class I (Note E) | | | 12 | | |
Transfer Agency Fees — Class A (Note E) | | | 7 | | |
Transfer Agency Fees — Class L (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 4 | | |
Custodian Fees (Note F) | | | 13 | | |
Directors' Fees and Expenses | | | 5 | | |
Pricing Fees | | | 4 | | |
Shareholder Services Fees — Class A (Note D) | | | 192 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 2 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 46 | | |
Other Expenses | | | 16 | | |
Total Expenses | | | 2,514 | | |
Waiver of Advisory Fees (Note B) | | | (333 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (29 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (2 | ) | |
Reimbursement of Class Specific Expenses — Class R6 (Note B) | | | (4 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (5 | ) | |
Net Expenses | | | 2,141 | | |
Net Investment Income | | | 10 | | |
Realized Gain (Loss): | |
Investments Sold | | | (77,139 | ) | |
Foreign Currency Translation | | | 2 | | |
Net Realized Loss | | | (77,137 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 214,891 | | |
Foreign Currency Translation | | | — | @ | |
Net Change in Unrealized Appreciation (Depreciation) | | | 214,891 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 137,754 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 137,764 | | |
@ 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, 2023
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 10 | | | $ | (3,557 | ) | |
Net Realized Loss | | | (77,137 | ) | | | (802,970 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 214,891 | | | | 98,748 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 137,764 | | | | (707,779 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (643 | ) | |
Class A | | | — | | | | (184 | ) | |
Class L | | | — | | | | (1 | ) | |
Class C | | | — | | | | (13 | ) | |
Class R6* | | | — | | | | (203 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (1,044 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 35,354 | | | | 176,259 | | |
Distributions Reinvested | | | — | | | | 642 | | |
Redeemed | | | (55,816 | ) | | | (394,432 | ) | |
Class A: | |
Subscribed | | | 12,414 | | | | 36,648 | | |
Distributions Reinvested | | | — | | | | 184 | | |
Redeemed | | | (20,753 | ) | | | (117,782 | ) | |
Class L: | |
Exchanged | | | 7 | | | | — | @ | |
Distributions Reinvested | | | — | | | | 1 | | |
Redeemed | | | (233 | ) | | | (169 | ) | |
Class C: | |
Subscribed | | | 715 | | | | 2,486 | | |
Distributions Reinvested | | | — | | | | 13 | | |
Redeemed | | | (2,072 | ) | | | (8,655 | ) | |
Class R6:* | |
Subscribed | | | 4,058 | | | | 21,787 | | |
Distributions Reinvested | | | — | | | | 203 | | |
Redeemed | | | (3,658 | ) | | | (38,374 | ) | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (29,984 | ) | | | (321,189 | ) | |
Redemption Fees | | | 7 | | | | 43 | | |
Total Increase (Decrease) in Net Assets | | | 107,787 | | | | (1,029,969 | ) | |
Net Assets: | |
Beginning of Period | | | 338,898 | | | | 1,368,867 | | |
End of Period | | $ | 446,685 | | | $ | 338,898 | | |
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 3,633 | | | | 13,574 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 74 | | |
Shares Redeemed | | | (5,860 | ) | | | (31,525 | ) | |
Net Decrease in Class I Shares Outstanding | | | (2,227 | ) | | | (17,877 | ) | |
Class A: | |
Shares Subscribed | | | 1,870 | | | | 4,353 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 32 | | |
Shares Redeemed | | | (3,254 | ) | | | (13,627 | ) | |
Net Decrease in Class A Shares Outstanding | | | (1,384 | ) | | | (9,242 | ) | |
Class L: | |
Shares Exchanged | | | 2 | | | | — | @@ | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (45 | ) | | | (29 | ) | |
Net Decrease in Class L Shares Outstanding | | | (43 | ) | | | (29 | ) | |
Class C: | |
Shares Subscribed | | | 116 | | | | 306 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2 | | |
Shares Redeemed | | | (354 | ) | | | (1,118 | ) | |
Net Decrease in Class C Shares Outstanding | | | (238 | ) | | | (810 | ) | |
Class R6:* | |
Shares Subscribed | | | 419 | | | | 1,643 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 23 | | |
Shares Redeemed | | | (376 | ) | | | (3,903 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | 43 | | | | (2,237 | ) | |
* 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.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Inception Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 7.99 | | | $ | 19.75 | | | $ | 25.48 | | | $ | 11.19 | | | $ | 9.62 | | | $ | 10.90 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.01 | | | | (0.05 | ) | | | (0.15 | ) | | | (0.10 | ) | | | 0.01 | | | | (0.05 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.42 | | | | (11.68 | ) | | | (0.74 | ) | | | 16.84 | | | | 3.50 | | | | 0.16 | | |
Total from Investment Operations | | | 3.43 | | | | (11.73 | ) | | | (0.89 | ) | | | 16.74 | | | | 3.51 | | | | 0.11 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.02 | ) | | | (0.11 | ) | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | (4.76 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | |
Total Distributions | | | — | | | | (0.03 | ) | | | (4.87 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.03 | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 11.42 | | | $ | 7.99 | | | $ | 19.75 | | | $ | 25.48 | | | $ | 11.19 | | | $ | 9.62 | | |
Total Return(4) | | | 42.93 | %(5) | | | (59.42 | )% | | | (3.33 | )% | | | 150.57 | % | | | 37.11 | % | | | 0.29 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 200,388 | | | $ | 157,990 | | | $ | 743,854 | | | $ | 464,639 | | | $ | 59,092 | | | $ | 60,777 | | |
Ratio of Expenses Before Expense Limitation | | | 1.21 | %(6) | | | 1.41 | % | | | 1.12 | % | | | 1.18 | % | | | 1.21 | % | | | 1.17 | % | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(6)(7) | | | 1.00 | %(7) | | | 1.00 | %(7) | | | 0.99 | %(7) | | | 0.99 | %(7) | | | 0.98 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.00 | %(7) | | | N/A | | | | 0.99 | %(7) | | | N/A | | | | 0.98 | %(7) | |
Ratio of Net Investment Income (Loss) | | | 0.13 | %(6)(7) | | | (0.43 | )%(7) | | | (0.49 | )%(7) | | | (0.54 | )%(7) | | | 0.09 | %(7) | | | (0.41 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 34 | %(5) | | | 100 | % | | | 111 | % | | | 132 | % | | | 99 | % | | | 79 | % | |
(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) 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 consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Inception Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 5.33 | | | $ | 13.20 | | | $ | 18.68 | | | $ | 8.51 | | | $ | 7.68 | | | $ | 8.99 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.00 | )(3) | | | (0.06 | ) | | | (0.19 | ) | | | (0.10 | ) | | | (0.02 | ) | | | (0.07 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.28 | | | | (7.80 | ) | | | (0.53 | ) | | | 12.72 | | | | 2.79 | | | | 0.15 | | |
Total from Investment Operations | | | 2.28 | | | | (7.86 | ) | | | (0.72 | ) | | | 12.62 | | | | 2.77 | | | | 0.08 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.03 | ) | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | (4.76 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (4.79 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.03 | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 7.61 | | | $ | 5.33 | | | $ | 13.20 | | | $ | 18.68 | | | $ | 8.51 | | | $ | 7.68 | | |
Total Return(4) | | | 42.78 | %(5) | | | (59.57 | )% | | | (3.70 | )% | | | 149.86 | % | | | 36.71 | % | | | 0.02 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 178,591 | | | $ | 132,493 | | | $ | 450,058 | | | $ | 229,641 | | | $ | 45,097 | | | $ | 34,166 | | |
Ratio of Expenses Before Expense Limitation | | | 1.43 | %(6) | | | 1.62 | % | | | 1.40 | % | | | 1.44 | % | | | 1.52 | % | | | 1.44 | % | |
Ratio of Expenses After Expense Limitation | | | 1.25 | %(6)(7) | | | 1.35 | %(7) | | | 1.33 | %(7) | | | 1.25 | %(7) | | | 1.29 | %(7) | | | 1.25 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.35 | %(7) | | | N/A | | | | 1.25 | %(7) | | | N/A | | | | 1.25 | %(7) | |
Ratio of Net Investment Loss | | | (0.13 | )%(6)(7) | | | (0.77 | )%(7) | | | (0.85 | )%(7) | | | (0.80 | )%(7) | | | (0.23 | )%(7) | | | (0.69 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 34 | %(5) | | | 100 | % | | | 111 | % | | | 132 | % | | | 99 | % | | | 79 | % | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Inception Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 4.42 | | | $ | 10.99 | | | $ | 16.45 | | | $ | 7.65 | | | $ | 7.10 | | | $ | 8.46 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.02 | ) | | | (0.08 | ) | | | (0.27 | ) | | | (0.16 | ) | | | (0.07 | ) | | | (0.11 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 1.88 | | | | (6.48 | ) | | | (0.45 | ) | | | 11.41 | | | | 2.56 | | | | 0.14 | | |
Total from Investment Operations | | | 1.86 | | | | (6.56 | ) | | | (0.72 | ) | | | 11.25 | | | | 2.49 | | | | 0.03 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | (4.76 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.02 | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 6.28 | | | $ | 4.42 | | | $ | 10.99 | | | $ | 16.45 | | | $ | 7.65 | | | $ | 7.10 | | |
Total Return | | | 42.08 | %(4)(5) | | | (59.76 | )%(4) | | | (4.17 | )%(4) | | | 148.82 | %(6) | | | 35.91 | %(4) | | | (0.58 | )%(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 613 | | | $ | 623 | | | $ | 1,874 | | | $ | 2,543 | | | $ | 1,218 | | | $ | 1,157 | | |
Ratio of Expenses Before Expense Limitation | | | 2.55 | %(7) | | | 2.32 | % | | | 1.95 | % | | | 2.10 | % | | | 2.15 | % | | | 2.07 | % | |
Ratio of Expenses After Expense Limitation | | | 1.85 | %(7)(8) | | | 1.85 | %(8) | | | 1.85 | %(8) | | | 1.84 | %(8) | | | 1.84 | %(8) | | | 1.84 | %(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.85 | %(8) | | | N/A | | | | 1.84 | %(8) | | | N/A | | | | 1.84 | %(8) | |
Ratio of Net Investment Loss | | | (0.72 | )%(7)(8) | | | (1.28 | )%(8) | | | (1.36 | )%(8) | | | (1.43 | )%(8) | | | (0.78 | )%(8) | | | (1.28 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 34 | %(5) | | | 100 | % | | | 111 | % | | | 132 | % | | | 99 | % | | | 79 | % | |
(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) Not annualized.
(6) Calculated using the NAV for US GAAP financial reporting purposes and as such differs from the total return presented in the Investment Overview.
(7) Annualized.
(8) 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."
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Inception Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 4.93 | | | $ | 12.31 | | | $ | 17.85 | | | $ | 8.24 | | | $ | 7.55 | | | $ | 8.93 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.03 | ) | | | (0.11 | ) | | | (0.33 | ) | | | (0.22 | ) | | | (0.10 | ) | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.11 | | | | (7.26 | ) | | | (0.47 | ) | | | 12.28 | | | | 2.73 | | | | 0.04 | | |
Total from Investment Operations | | | 2.08 | | | | (7.37 | ) | | | (0.80 | ) | | | 12.06 | | | | 2.63 | | | | 0.01 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | (4.76 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | |
Redemption Fees | | | (0.00 | )(3) | | | (0.01 | ) | | | 0.02 | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 7.01 | | | $ | 4.93 | | | $ | 12.31 | | | $ | 17.85 | | | $ | 8.24 | | | $ | 7.55 | | |
Total Return(4) | | | 42.19 | %(5) | | | (59.90 | )% | | | (4.37 | )% | | | 147.97 | % | | | 35.48 | % | | | (0.78 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 10,399 | | | $ | 8,490 | | | $ | 31,148 | | | $ | 12,494 | | | $ | 688 | | | $ | 116 | | |
Ratio of Expenses Before Expense Limitation | | | 2.27 | %(6) | | | 2.33 | % | | | 2.12 | % | | | 2.26 | % | | | 2.75 | % | | | 4.73 | % | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(6)(7) | | | 2.10 | %(7) | | | 2.05 | %(7) | | | 2.07 | %(7) | | | 2.09 | %(7) | | | 2.09 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.10 | %(7) | | | N/A | | | | 2.07 | %(7) | | | N/A | | | | 2.09 | %(7) | |
Ratio of Net Investment Loss | | | (0.97 | )%(6)(7) | | | (1.53 | )%(7) | | | (1.55 | )%(7) | | | (1.61 | )%(7) | | | (0.99 | )%(7) | | | (1.50 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 34 | %(5) | | | 100 | % | | | 111 | % | | | 132 | % | | | 99 | % | | | 79 | % | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Inception Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 8.08 | | | $ | 19.99 | | | $ | 25.73 | | | $ | 11.29 | | | $ | 9.69 | | | $ | 10.96 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.01 | | | | (0.04 | ) | | | (0.14 | ) | | | (0.08 | ) | | | 0.01 | | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.46 | | | | (11.83 | ) | | | (0.74 | ) | | | 16.97 | | | | 3.53 | | | | 0.16 | | |
Total from Investment Operations | | | 3.47 | | | | (11.87 | ) | | | (0.88 | ) | | | 16.89 | | | | 3.54 | | | | 0.12 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.03 | ) | | | (0.13 | ) | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | (4.76 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | |
Total Distributions | | | — | | | | (0.04 | ) | | | (4.89 | ) | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.03 | | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 11.55 | | | $ | 8.08 | | | $ | 19.99 | | | $ | 25.73 | | | $ | 11.29 | | | $ | 9.69 | | |
Total Return(5) | | | 42.95 | %(6) | | | (59.39 | )% | | | (3.29 | )% | | | 150.79 | % | | | 37.04 | % | | | 0.38 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 56,694 | | | $ | 39,302 | | | $ | 141,933 | | | $ | 154,023 | | | $ | 64,712 | | | $ | 110,919 | | |
Ratio of Expenses Before Expense Limitation | | | 1.12 | %(7) | | | 1.15 | % | | | 1.00 | % | | | 1.11 | % | | | 1.15 | % | | | 1.11 | % | |
Ratio of Expenses After Expense Limitation | | | 0.93 | %(7)(8) | | | 0.93 | %(8) | | | 0.93 | %(8) | | | 0.92 | %(8) | | | 0.92 | %(8) | | | 0.92 | %(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.93 | %(8) | | | N/A | | | | 0.92 | %(8) | | | N/A | | | | 0.92 | %(8) | |
Ratio of Net Investment Income (Loss) | | | 0.20 | %(7)(8) | | | (0.37 | )%(8) | | | (0.44 | )%(8) | | | (0.49 | )%(8) | | | 0.12 | %(8) | | | (0.36 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 34 | %(6) | | | 100 | % | | | 111 | % | | | 132 | % | | | 99 | % | | | 79 | % | |
(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) Not annualized.
(7) Annualized.
(8) 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."
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 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, 2023, the Subsidiary represented approximately $6,703,000 or approximately 1.50% 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.
In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"), which clarifies the guidance in ASC Topic No. 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and introduces new disclosures related to such equity security. ASU 2022-03 clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security's unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security's fair value (i.e., the entity should not apply a discount related to the contractual sale restriction, as stated in ASC 820-10-35-36B as amended by ASU 2022-03). In addition, ASU 2022-03 prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. The new guidance is effective for public companies with annual reporting periods in fiscal years beginning after December 15, 2023, and interim periods in the following year, with early adoption permitted. At this time, management is currently evaluating the impact of ASU 2022-03.
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
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/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, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
2. Fair Value Measurement: FASB ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | |
Automobile Components | | $ | 4,246 | | | $ | — | | | $ | — | | | $ | 4,246 | | |
Beverages | | | 1,139 | | | | — | | | | — | | | | 1,139 | | |
Biotechnology | | | 12,683 | | | | — | | | | — | | | | 12,683 | | |
Broadline Retail | | | 33,993 | | | | — | | | | — | | | | 33,993 | | |
Chemicals | | | 2,929 | | | | — | | | | — | | | | 2,929 | | |
Commercial Services & Supplies | | | 1,369 | | | | — | | | | — | | | | 1,369 | | |
Diversified Consumer Services | | | 4,145 | | | | — | | | | — | | | | 4,145 | | |
Diversified Telecommunication Services | | | 2,161 | | | | — | | | | — | | | | 2,161 | | |
Financial Services | | | 22,770 | | | | — | | | | — | | | | 22,770 | | |
Ground Transportation | | | 6,781 | | | | — | | | | — | | | | 6,781 | | |
Health Care Equipment & Supplies | | | 8,586 | | | | — | | | | — | | | | 8,586 | | |
Health Care Providers & Services | | | 18,270 | | | | — | | | | — | | | | 18,270 | | |
Health Care Technology | | | 21,665 | | | | — | | | | — | | | | 21,665 | | |
Hotels, Restaurants & Leisure | | | 5,533 | | | | — | | | | — | | | | 5,533 | | |
Household Durables | | | 8,749 | | | | 10,688 | | | | — | | | | 19,437 | | |
Information Technology Services | | | 52,212 | | | | — | | | | — | | | | 52,212 | | |
Interactive Media & Services | | | 7,760 | | | | — | | | | — | | | | 7,760 | | |
Leisure Products | | | 12,322 | | | | — | | | | — | | | | 12,322 | | |
Life Sciences Tools & Services | | | 19,949 | | | | — | | | | — | | | | 19,949 | | |
Metals & Mining | | | 1,596 | | | | — | | | | — | | | | 1,596 | | |
Passenger Airlines | | | 4,127 | | | | — | | | | — | | | | 4,127 | | |
Pharmaceuticals | | | 2,404 | | | | — | | | | — | | | | 2,404 | | |
Real Estate Management & Development | | | 4,752 | | | | — | | | | — | | | | 4,752 | | |
Software | | | 107,179 | | | | — | | | | — | | | | 107,179 | | |
Specialty Retail | | | 33,633 | | | | — | | | | — | | | | 33,633 | | |
Textiles, Apparel & Luxury Goods | | | 10,035 | | | | — | | | | — | | | | 10,035 | | |
Total Common Stocks | | | 410,988 | | | | 10,688 | | | | — | | | | 421,676 | | |
Preferred Stocks | |
Health Care Technology | | | — | | | | — | | | | 5,884 | | | | 5,884 | | |
Software | | | — | | | | — | | | | 4,106 | | | | 4,106 | | |
Total Preferred Stocks | | | — | | | | — | | | | 9,990 | | | | 9,990 | | |
Investment Company | | | 6,100 | | | | — | | | | — | | | | 6,100 | | |
Warrants | | | 45 | | | | — | | | | — | | | | 45 | | |
Call Options Purchased | | | — | | | | 1,150 | | | | — | | | | 1,150 | | |
Short-Term Investments | |
Investment Company | | | 30,157 | | | | — | | | | — | | | | 30,157 | | |
Repurchase Agreements | | | — | | | | 1,754 | | | | — | | | | 1,754 | | |
Total Short-Term Investments | | | 30,157 | | | | 1,754 | | | | — | | | | 31,911 | | |
Total Assets | | $ | 447,290 | | | $ | 13,592 | | | $ | 9,990 | | | $ | 470,872 | | |
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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) | |
Beginning Balance | | $ | 11,920 | | |
Purchases | | | — | | |
Sales | | | — | | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | (1,930 | ) | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | 9,990 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2023 | | $ | (1,930 | ) | |
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, 2023. 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, 2023:
| | Fair Value at June 30, 2023 (000) | | Valuation Technique | | Unobservable Input | | Amount or Range/ Weighted Average* | | Impact to Valuation from an Increase in Input** | |
Preferred Stocks | | $ | 9,990
| | | Discounted Cash Flow | | Weighted Average Cost of Capital Perpetual Growth Rate | | | 12.0%–15.0%/13.8% 3.0%–4.0%/3.5% | | | Decrease Increase | |
| | | | | | Market Comparable Companies | | Enterprise Value/ Revenue | | | 0.5x–17.0x/4.6x | | | Increase | |
| | | | | | | | Discount for Lack of Marketability | | | 16.0%–17.0%/16.6% | | | Decrease | |
| | | | | | Comparable Transactions | | Enterprise Value/Revenue | | | 1.6x–15.2x/6.1x | | | 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.
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
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 U.S. 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. Derivative instruments used by the Fund will be counted towards the Fund's exposure in the types of securities listed herein to the extent they have economic characteristics similar to such securities. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. The use of derivatives involves risks that are different from, and possibly
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 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 writes 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, 2023:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 1,150 | (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, 2023 in accordance with ASC 815:
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (281 | )(a) | |
(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
At June 30, 2023, 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(a) | | Assets(b) (000) | | Liabilities(b) (000) | |
Purchased Options | | $ | 1,150 | | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(b) 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, 2023:
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(b) (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | 1 | | | $ | — | | | $ | (1 | ) | | $ | 0 | | |
JPMorgan Chase Bank NA | | | 520 | | | | — | | | | (380 | ) | | | 140 | | |
Standard Chartered Bank | | | 629 | | | | — | | | | (470 | ) | | | 159 | | |
Total | | $ | 1,150 | | | $ | — | | | $ | (851 | ) | | $ | 299 | | |
@ Value is less than $500.
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(b) 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, 2023, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 335,905,000 | | |
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
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amount Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 23,971 | (a) | | $ | — | | | $ | (23,971 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $22,611,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $2,766,000 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.
(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 borrowings.
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, 2023:
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 | | $ | 22,611 | | | $ | — | | | $ | — | | | $ | — | | | $ | 22,611 | | |
Total Borrowings | | $ | 22,611 | | | $ | — | | | $ | — | | | $ | — | | | $ | 22,611 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 22,611 | | |
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
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.74% 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 0.93% 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, 2023, approximately $333,000 of advisory fees were waived and approximately $35,000 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.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to approximately $1,000.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $130,124,000 and $164,946,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023,
advisory fees paid were reduced by approximately $5,000 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 23,844 | | | $ | 100,973 | | | $ | 94,660 | | | $ | 114 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 30,157 | | |
During the six months ended June 30, 2023, the Fund incurred approximately $2,000 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, 2023, 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 RIC 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
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 936 | | | $ | 108 | | | $ | 284,430 | | | $ | 45,475 | | |
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, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 11,202 | | | $ | (11,202 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $487,507,000 and $339,470,000 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, 2022, the Fund intends to defer to January 1, 2023 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$ | 1,023 | | | $ | — | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 67.7%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to cryptocurrencies 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
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market
conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 five-year period but below 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 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 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.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFISCGSAN
5842812 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
International Advantage Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 24 | | |
Liquidity Risk Management Program | | | 26 | | |
U.S. Customer Privacy Notice | | | 27 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,214.70 | | | $ | 1,019.93 | | | $ | 5.38 | | | $ | 4.91 | | | | 0.98 | % | |
International Advantage Portfolio Class A | | | 1,000.00 | | | | 1,213.10 | | | | 1,018.55 | | | | 6.91 | | | | 6.31 | | | | 1.26 | | |
International Advantage Portfolio Class L | | | 1,000.00 | | | | 1,209.20 | | | | 1,015.67 | | | | 10.08 | | | | 9.20 | | | | 1.84 | | |
International Advantage Portfolio Class C | | | 1,000.00 | | | | 1,208.30 | | | | 1,015.03 | | | | 10.79 | | | | 9.84 | | | | 1.97 | | |
International Advantage Portfolio Class R6 | | | 1,000.00 | | | | 1,215.50 | | | | 1,020.43 | | | | 4.83 | | | | 4.41 | | | | 0.88 | | |
* 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments
International Advantage Portfolio
| | Shares | | Value (000) | |
Common Stocks (94.1%) | |
Canada (10.5%) | |
Brookfield Asset Management Ltd., Class A | | | 897,593 | | | $ | 29,288 | | |
Brookfield Corp. | | | 2,338,205 | | | | 78,681 | | |
Brookfield Infrastructure Partners LP | | | 2,350,000 | | | | 85,775 | | |
Canada Goose Holdings, Inc. (See Note G) (a)(b) | | | 4,689,352 | | | | 83,470 | | |
Shopify, Inc., Class A (b) | | | 1,555,366 | | | | 100,477 | | |
| | | 377,691 | | |
China (0.3%) | |
Foshan Haitian Flavouring & Food Co. Ltd., Class A | | | 1,834,507 | | | | 11,853 | | |
Denmark (8.6%) | |
Chr Hansen Holding AS | | | 96,296 | | | | 6,694 | | |
DSV AS | | | 1,440,813 | | | | 302,630 | | |
| | | 309,324 | | |
France (9.6%) | |
Hermes International | | | 120,209 | | | | 261,301 | | |
Pernod Ricard SA | | | 380,556 | | | | 84,093 | | |
| | | 345,394 | | |
Germany (7.6%) | |
Adidas AG | | | 936,845 | | | | 181,868 | | |
HelloFresh SE (b) | | | 1,806,730 | | | | 44,685 | | |
Puma SE | | | 746,695 | | | | 44,996 | | |
| | | 271,549 | | |
Hong Kong (2.7%) | |
AIA Group Ltd. | | | 9,412,700 | | | | 95,600 | | |
India (6.8%) | |
HDFC Bank Ltd. | | | 11,152,234 | | | | 231,440 | | |
Titan Co. Ltd. | | | 376,763 | | | | 14,029 | | |
| | | 245,469 | | |
Italy (8.9%) | |
Davide Campari-Milano NV | | | 7,159,689 | | | | 99,228 | | |
Moncler SpA | | | 3,205,712 | | | | 221,796 | | |
| | | 321,024 | | |
Japan (5.2%) | |
Change Holdings, Inc. | | | 1,180,600 | | | | 18,772 | | |
Keyence Corp. | | | 355,700 | | | | 169,013 | | |
| | | 187,785 | | |
Netherlands (9.1%) | |
Adyen NV (b) | | | 73,040 | | | | 126,481 | | |
ASML Holding NV | | | 278,524 | | | | 202,021 | | |
| | | 328,502 | | |
Norway (0.5%) | |
AutoStore Holdings Ltd. (b) | | | 7,649,492 | | | | 16,745 | | |
Sweden (3.2%) | |
Evolution AB | | | 703,947 | | | | 89,207 | | |
Vitrolife AB | | | 1,308,735 | | | | 25,437 | | |
| | | 114,644 | | |
| | Shares | | Value (000) | |
Switzerland (7.5%) | |
Chocoladefabriken Lindt & Spruengli AG (Registered) | | | 471 | | | $ | 58,460 | | |
Kuehne & Nagel International AG (Registered) | | | 240,889 | | | | 71,358 | | |
Straumann Holding AG (Registered) | | | 856,679 | | | | 139,301 | | |
| | | 269,119 | | |
Taiwan (2.9%) | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | 1,039,099 | | | | 104,866 | | |
United Kingdom (4.2%) | |
Diageo PLC | | | 1,712,129 | | | | 73,606 | | |
Rightmove PLC | | | 11,645,806 | | | | 77,366 | | |
| | | 150,972 | | |
United States (6.5%) | |
MercadoLibre, Inc. (b) | | | 126,652 | | | | 150,032 | | |
Spotify Technology SA (b) | | | 512,470 | | | | 82,277 | | |
| | | 232,309 | | |
Total Common Stocks (Cost $2,634,735) | | | 3,382,846 | | |
Short-Term Investments (6.0%) | |
Investment Company (5.8%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $208,366) | | | 208,366,494 | | | | 208,366 | | |
Securities held as Collateral on Loaned Securities (0.2%) | |
Investment Company (0.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 5,231,895 | | | | 5,232 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.0%) ‡ | |
Citigroup, Inc., (5.00%, dated 6/30/23, due 7/3/23; proceeds $91; fully collateralized by U.S. Government obligations; 0.00% due 7/27/23 - 8/10/23; valued at $93) | | $ | 91 | | | | 91 | | |
HSBC Securities USA, Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $194; fully collateralized by U.S. Government obligations; 0.00% due 8/15/23 - 11/15/25; valued at $198) | | | 194 | | | | 194 | | |
Merrill Lynch & Co., Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $155; fully collateralized by a U.S. Government obligation; 1.63% due 10/15/27; valued at $158) | | | 155 | | | | 155 | | |
| | | 440 | | |
Total Securities held as Collateral on Loaned Securities (Cost $5,672) | | | 5,672 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
International Advantage Portfolio
| | Value (000) | |
Total Short-Term Investments (Cost $214,038) | | $ | 214,038 | | |
Total Investments (100.1%) (Cost $2,848,773) Including $5,853 of Securities Loaned (c)(d) | | | 3,596,884 | | |
Liabilities in Excess of Other Assets (–0.1%) | | | (2,509 | ) | |
Net Assets (100.0%) | | $ | 3,594,375 | | |
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.
‡ Amount is less than 0.05%.
(a) All or a portion of this security was on loan at June 30, 2023.
(b) Non-income producing security.
(c) The approximate fair value and percentage of net assets, $2,667,980,000 and 74.2%, 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 Consolidated Financial Statements.
(d) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $1,053,908,000 and the aggregate gross unrealized depreciation is approximately $305,797,000, resulting in net unrealized appreciation of approximately $748,111,000.
ADR American Depositary Receipt.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 35.8 | % | |
Textiles, Apparel & Luxury Goods | | | 22.5 | | |
Semiconductors & Semiconductor Equipment | | | 8.5 | | |
Air Freight & Logistics | | | 8.4 | | |
Beverages | | | 7.2 | | |
Banks | | | 6.4 | | |
Short-Term Investments | | | 5.8 | | |
Capital Markets | | | 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, 2023.
** 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, 2023 (unaudited)
International Advantage Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $2,518,215) | | $ | 3,299,816 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $330,558) | | | 297,068 | | |
Total Investments in Securities, at Value (Cost $2,848,773) | | | 3,596,884 | | |
Foreign Currency, at Value (Cost $6,341) | | | 6,341 | | |
Cash | | | 1,761 | | |
Receivable for Investments Sold | | | 22,901 | | |
Tax Reclaim Receivable | | | 4,383 | | |
Dividends Receivable | | | 2,803 | | |
Receivable for Fund Shares Sold | | | 2,482 | | |
Receivable from Affiliate | | | 487 | | |
Receivable from Securities Lending Income | | | 2 | | |
Other Assets | | | 323 | | |
Total Assets | | | 3,638,367 | | |
Liabilities: | |
Payable for Investments Purchased | | | 20,964 | | |
Deferred Capital Gain Country Tax | | | 7,421 | | |
Payable for Advisory Fees | | | 6,745 | | |
Collateral on Securities Loaned, at Value | | | 5,672 | | |
Payable for Fund Shares Redeemed | | | 1,659 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 652 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 136 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 8 | | |
Payable for Administration Fees | | | 230 | | |
Payable for Custodian Fees | | | 132 | | |
Payable for Shareholder Services Fees — Class A | | | 95 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 19 | | |
Payable for Professional Fees | | | 28 | | |
Payable for Transfer Agency Fees — Class I | | | 12 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6 | | | — | @ | |
Other Liabilities | | | 218 | | |
Total Liabilities | | | 43,992 | | |
Net Assets | | $ | 3,594,375 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 3,375,314 | | |
Total Distributable Earnings | | | 219,061 | | |
Net Assets | | $ | 3,594,375 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
International Advantage Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 2,896,789 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 125,501,520 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 23.08 | | |
CLASS A: | |
Net Assets | | $ | 468,902 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 20,848,465 | | |
Net Asset Value, Redemption Price Per Share | | $ | 22.49 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.25 | | |
Maximum Offering Price Per Share | | $ | 23.74 | | |
CLASS L: | |
Net Assets | | $ | 482 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 22,593 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.33 | | |
CLASS C: | |
Net Assets | | $ | 23,629 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,128,189 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 20.94 | | |
CLASS R6: | |
Net Assets | | $ | 204,573 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 8,824,900 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 23.18 | | |
(1) Including: Securities on Loan, at Value: | | $ | 5,853 | | |
@ 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, 2023 (unaudited)
International Advantage Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $3,569 of Foreign Taxes Withheld) | | $ | 24,256 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 2,157 | | |
Income from Securities Loaned — Net | | | 20 | | |
Total Investment Income | | | 26,433 | | |
Expenses: | |
Advisory Fees (Note B) | | | 12,913 | | |
Sub Transfer Agency Fees — Class I | | | 1,388 | | |
Sub Transfer Agency Fees — Class A | | | 298 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 9 | | |
Administration Fees (Note C) | | | 1,351 | | |
Shareholder Services Fees — Class A (Note D) | | | 550 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 2 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 115 | | |
Custodian Fees (Note F) | | | 256 | | |
Shareholder Reporting Fees | | | 122 | | |
Transfer Agency Fees — Class I (Note E) | | | 99 | | |
Transfer Agency Fees — Class A (Note E) | | | 6 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 4 | | |
Registration Fees | | | 88 | | |
Professional Fees | | | 80 | | |
Directors' Fees and Expenses | | | 28 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 110 | | |
Total Expenses | | | 17,423 | | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (92 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Net Expenses | | | 17,330 | | |
Net Investment Income | | | 9,103 | | |
Realized Loss: | |
Investments Sold (Net of $366 of Capital Gain Country Tax) | | | (67,010 | ) | |
Foreign Currency Translation | | | (274 | ) | |
Net Realized Loss | | | (67,284 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $675) | | | 695,086 | | |
Investments in Affiliates | | | 443 | | |
Foreign Currency Translation | | | 81 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 695,610 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 628,326 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 637,429 | | |
@ 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, 2023
International Advantage Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 9,103 | | | $ | (1,761 | ) | |
Net Realized Loss | | | (67,284 | ) | | | (507,276 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 695,610 | | | | (1,807,638 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 637,429 | | | | (2,316,675 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (106,371 | ) | |
Class A | | | — | | | | (18,096 | ) | |
Class L | | | — | | | | (19 | ) | |
Class C | | | — | | | | (1,097 | ) | |
Class R6* | | | — | | | | (5,293 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (130,876 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 418,705 | | | | 1,559,230 | | |
Distributions Reinvested | | | — | | | | 101,013 | | |
Redeemed | | | (433,629 | ) | | | (2,650,303 | ) | |
Class A: | |
Subscribed | | | 61,088 | | | | 663,938 | | |
Distributions Reinvested | | | — | | | | 18,093 | | |
Redeemed | | | (63,459 | ) | | | (772,431 | ) | |
Class L: | |
Exchanged | | | — | | | | 221 | | |
Distributions Reinvested | | | — | | | | 19 | | |
Redeemed | | | (5 | ) | | | (20 | ) | |
Class C: | |
Subscribed | | | 262 | | | | 2,926 | | |
Distributions Reinvested | | | — | | | | 1,087 | | |
Redeemed | | | (2,405 | ) | | | (8,977 | ) | |
Class R6:* | |
Subscribed | | | 77,243 | | | | 71,870 | | |
Distributions Reinvested | | | — | | | | 3,476 | | |
Redeemed | | | (21,616 | ) | | | (135,096 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | 36,184 | | | | (1,144,954 | ) | |
Redemption Fees | | | — | | | | 9 | | |
Total Increase (Decrease) in Net Assets | | | 673,613 | | | | (3,592,496 | ) | |
Net Assets: | |
Beginning of Period | | | 2,920,762 | | | | 6,513,258 | | |
End of Period | | $ | 3,594,375 | | | $ | 2,920,762 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
International Advantage Portfolio
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 19,591 | | | | 68,230 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 5,283 | | |
Shares Redeemed | | | (19,876 | ) | | | (126,582 | ) | |
Net Decrease in Class I Shares Outstanding | | | (285 | ) | | | (53,069 | ) | |
Class A: | |
Shares Subscribed | | | 2,910 | | | | 32,799 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 970 | | |
Shares Redeemed | | | (2,992 | ) | | | (38,999 | ) | |
Net Decrease in Class A Shares Outstanding | | | (82 | ) | | | (5,230 | ) | |
Class L: | |
Shares Exchanged | | | — | | | | 13 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (— | @) | | | (1 | ) | |
Net Increase in Class L Shares Outstanding | | | (— | @) | | | 13 | | |
Class C: | |
Shares Subscribed | | | 13 | | | | 132 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 62 | | |
Shares Redeemed | | | (123 | ) | | | (487 | ) | |
Net Decrease in Class C Shares Outstanding | | | (110 | ) | | | (293 | ) | |
Class R6:* | |
Shares Subscribed | | | 3,522 | | | | 2,832 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 181 | | |
Shares Redeemed | | | (1,007 | ) | | | (5,708 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | 2,515 | | | | (2,695 | ) | |
* 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, 2023
Financial Highlights
International Advantage Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 19.00 | | | $ | 30.30 | | | $ | 27.05 | | | $ | 20.45 | | | $ | 15.74 | | | $ | 16.89 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.06 | | | | 0.00 | (3) | | | (0.08 | ) | | | (0.07 | ) | | | 0.06 | | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | 4.02 | | | | (10.43 | ) | | | 3.63 | | | | 6.68 | | | | 4.67 | | | | (0.91 | ) | |
Total from Investment Operations | | | 4.08 | | | | (10.43 | ) | | | 3.55 | | | | 6.61 | | | | 4.73 | | | | (0.87 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.01 | ) | | | (0.00 | )(3) | | | — | | |
Net Realized Gain | | | — | | | | (0.87 | ) | | | (0.30 | ) | | | — | | | | (0.02 | ) | | | (0.28 | ) | |
Total Distributions | | | — | | | | (0.87 | ) | | | (0.30 | ) | | | (0.01 | ) | | | (0.02 | ) | | | (0.28 | ) | |
Redemption Fees | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 23.08 | | | $ | 19.00 | | | $ | 30.30 | | | $ | 27.05 | | | $ | 20.45 | | | $ | 15.74 | | |
Total Return(4) | | | 21.47 | %(5) | | | (34.46 | )% | | | 13.16 | % | | | 32.33 | % | | | 30.09 | % | | | (5.19 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,896,789 | | | $ | 2,390,415 | | | $ | 5,419,831 | | | $ | 3,841,122 | | | $ | 1,900,219 | | | $ | 569,408 | | |
Ratio of Expenses Before Expense Limitation | | | 0.99 | %(6) | | | 1.01 | % | | | 0.97 | % | | | N/A | | | | 1.03 | % | | | 1.11 | % | |
Ratio of Expenses After Expense Limitation | | | 0.98 | %(6)(7) | | | 1.01 | %(7) | | | 0.97 | %(7) | | | 0.98 | %(7) | | | 0.98 | %(7) | | | 0.98 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 0.98 | %(7) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.59 | %(6)(7) | | | 0.00 | %(8) | | | (0.28 | )%(7) | | | (0.31 | )%(7) | | | 0.32 | %(7) | | | 0.21 | %(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 12 | %(5) | | | 19 | % | | | 22 | % | | | 18 | % | | | 15 | % | | | 29 | % | |
(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) 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 consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
International Advantage Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 18.54 | | | $ | 29.69 | | | $ | 26.58 | | | $ | 20.16 | | | $ | 15.56 | | | $ | 16.75 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.03 | | | | (0.06 | ) | | | (0.17 | ) | | | (0.13 | ) | | | 0.01 | | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.92 | | | | (10.22 | ) | | | 3.58 | | | | 6.56 | | | | 4.61 | | | | (0.89 | ) | |
Total from Investment Operations | | | 3.95 | | | | (10.28 | ) | | | 3.41 | | | | 6.43 | | | | 4.62 | | | | (0.91 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.87 | ) | | | (0.30 | ) | | | — | | | | (0.02 | ) | | | (0.28 | ) | |
Total Distributions | | | — | | | | (0.87 | ) | | | (0.30 | ) | | | (0.01 | ) | | | (0.02 | ) | | | (0.28 | ) | |
Redemption Fees | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 22.49 | | | $ | 18.54 | | | $ | 29.69 | | | $ | 26.58 | | | $ | 20.16 | | | $ | 15.56 | | |
Total Return(4) | | | 21.31 | %(5) | | | (34.66 | )% | | | 12.87 | % | | | 31.90 | % | | | 29.72 | % | | | (5.48 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 468,902 | | | $ | 388,125 | | | $ | 776,662 | | | $ | 589,317 | | | $ | 379,237 | | | $ | 202,732 | | |
Ratio of Expenses Before Expense Limitation | | | 1.27 | %(6) | | | 1.30 | % | | | 1.26 | % | | | N/A | | | | 1.30 | % | | | 1.37 | % | |
Ratio of Expenses After Expense Limitation | | | 1.26 | %(6)(7) | | | 1.30 | %(7) | | | 1.26 | %(7) | | | 1.27 | %(7) | | | 1.28 | %(7) | | | 1.33 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 1.27 | %(7) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.31 | %(6)(7) | | | (0.27 | )%(7) | | | (0.57 | )%(7) | | | (0.60 | )%(7) | | | 0.04 | %(7) | | | (0.10 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 12 | %(5) | | | 19 | % | | | 22 | % | | | 18 | % | | | 15 | % | | | 29 | % | |
(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) 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 consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
International Advantage Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 17.64 | | | $ | 28.46 | | | $ | 25.64 | | | $ | 19.56 | | | $ | 15.18 | | | $ | 16.43 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.03 | ) | | | (0.18 | ) | | | (0.32 | ) | | | (0.24 | ) | | | (0.09 | ) | | | (0.09 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.72 | | | | (9.77 | ) | | | 3.44 | | | | 6.33 | | | | 4.49 | | | | (0.88 | ) | |
Total from Investment Operations | | | 3.69 | | | | (9.95 | ) | | | 3.12 | | | | 6.09 | | | | 4.40 | | | | (0.97 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.87 | ) | | | (0.30 | ) | | | — | | | | (0.02 | ) | | | (0.28 | ) | |
Total Distributions | | | — | | | | (0.87 | ) | | | (0.30 | ) | | | (0.01 | ) | | | (0.02 | ) | | | (0.28 | ) | |
Redemption Fees | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 21.33 | | | $ | 17.64 | | | $ | 28.46 | | | $ | 25.64 | | | $ | 19.56 | | | $ | 15.18 | | |
Total Return(4) | | | 20.92 | %(5) | | | (35.00 | )% | | | 12.21 | % | | | 31.14 | % | | | 29.01 | % | | | (5.95 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 482 | | | $ | 403 | | | $ | 279 | | | $ | 350 | | | $ | 226 | | | $ | 161 | | |
Ratio of Expenses Before Expense Limitation | | | 2.22 | %(6) | | | 2.55 | % | | | 2.29 | % | | | 2.48 | % | | | 2.59 | % | | | 2.82 | % | |
Ratio of Expenses After Expense Limitation | | | 1.84 | %(6)(7) | | | 1.85 | %(7) | | | 1.85 | %(7) | | | 1.84 | %(7) | | | 1.83 | %(7) | | | 1.83 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 1.84 | %(7) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.28 | )%(6)(7) | | | (0.93 | )%(7) | | | (1.16 | )%(7) | | | (1.17 | )%(7) | | | (0.48 | )%(7) | | | (0.55 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 12 | %(5) | | | 19 | % | | | 22 | % | | | 18 | % | | | 15 | % | | | 29 | % | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
International Advantage Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 17.33 | | | $ | 28.03 | | | $ | 25.29 | | | $ | 19.31 | | | $ | 15.02 | | | $ | 16.30 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.04 | ) | | | (0.20 | ) | | | (0.35 | ) | | | (0.26 | ) | | | (0.12 | ) | | | (0.15 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.65 | | | | (9.63 | ) | | | 3.39 | | | | 6.25 | | | | 4.43 | | | | (0.85 | ) | |
Total from Investment Operations | | | 3.61 | | | | (9.83 | ) | | | 3.04 | | | | 5.99 | | | | 4.31 | | | | (1.00 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.87 | ) | | | (0.30 | ) | | | — | | | | (0.02 | ) | | | (0.28 | ) | |
Total Distributions | | | — | | | | (0.87 | ) | | | (0.30 | ) | | | (0.01 | ) | | | (0.02 | ) | | | (0.28 | ) | |
Redemption Fees | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 20.94 | | | $ | 17.33 | | | $ | 28.03 | | | $ | 25.29 | | | $ | 19.31 | | | $ | 15.02 | | |
Total Return(4) | | | 20.83 | %(5) | | | (35.11 | )% | | | 12.06 | % | | | 31.03 | % | | | 28.72 | % | | | (6.18 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 23,629 | | | $ | 21,455 | | | $ | 42,922 | | | $ | 24,926 | | | $ | 18,180 | | | $ | 11,087 | | |
Ratio of Expenses Before Expense Limitation | | | 1.98 | %(6) | | | 2.01 | % | | | 1.96 | % | | | N/A | | | | 2.03 | % | | | 2.10 | % | |
Ratio of Expenses After Expense Limitation | | | 1.97 | %(6)(7) | | | 2.01 | %(7) | | | 1.96 | %(7) | | | 1.97 | %(7) | | | 2.01 | %(7) | | | 2.07 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 1.97 | %(7) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.41 | )%(6)(7) | | | (1.02 | )%(7) | | | (1.27 | )%(7) | | | (1.29 | )%(7) | | | (0.69 | )%(7) | | | (0.88 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 12 | %(5) | | | 19 | % | | | 22 | % | | | 18 | % | | | 15 | % | | | 29 | % | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
International Advantage Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 15, 2018(3) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 19.08 | | | $ | 30.38 | | | $ | 27.09 | | | $ | 20.46 | | | $ | 15.75 | | | $ | 18.90 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(4) | | | 0.07 | | | | — | | | | (0.06 | ) | | | (0.06 | ) | | | 0.05 | | | | (0.00 | )(5) | |
Net Realized and Unrealized Gain (Loss) | | | 4.03 | | | | (10.43 | ) | | | 3.65 | | | | 6.70 | | | | 4.69 | | | | (2.87 | ) | |
Total from Investment Operations | | | 4.10 | | | | (10.43 | ) | | | 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 | | | — | | | | (0.87 | ) | | | (0.30 | ) | | | — | | | | (0.02 | ) | | | (0.28 | ) | |
Total Distributions | | | — | | | | (0.87 | ) | | | (0.30 | ) | | | (0.01 | ) | | | (0.03 | ) | | | (0.28 | ) | |
Redemption Fees | | | — | | | | 0.00 | (5) | | | 0.00 | (5) | | | — | | | | 0.00 | (5) | | | 0.00 | (5) | |
Net Asset Value, End of Period | | $ | 23.18 | | | $ | 19.08 | | | $ | 30.38 | | | $ | 27.09 | | | $ | 20.46 | | | $ | 15.75 | | |
Total Return(6) | | | 21.55 | %(7) | | | (34.40 | )% | | | 13.29 | % | | | 32.46 | % | | | 30.14 | % | | | (15.22 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 204,573 | | | $ | 120,364 | | | $ | 273,564 | | | $ | 98,182 | | | $ | 774 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 0.89 | %(8) | | | 0.89 | % | | | 0.87 | % | | | N/A | | | | 3.28 | % | | | 19.51 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.88 | %(8)(9) | | | 0.89 | %(9) | | | 0.87 | %(9) | | | 0.89 | %(9) | | | 0.93 | %(9) | | | 0.93 | %(8)(9) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | 0.89 | %(9) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.68 | %(8)(9) | | | 0.01 | %(9) | | | (0.19 | )%(9) | | | (0.26 | )%(9) | | | 0.24 | %(9) | | | (0.04 | )%(8)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.00 | %(10) | | | 0.00 | %(10) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | %(8) | |
Portfolio Turnover Rate | | | 12 | %(7) | | | 19 | % | | | 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) Not annualized.
(8) Annualized.
(9) 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."
(10) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 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, 2023, the Subsidiary represented 0% 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/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/dealers; (3) fixed income securities may be valued by an outside pricing service/vendor approved by the Company's Board of
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/ 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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
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 | | $ | — | | | $ | 302,630 | | | $ | — | | | $ | 302,630 | | |
Banks | | | — | | | | 231,440 | | | | — | | | | 231,440 | | |
Beverages | | | — | | | | 256,927 | | | | — | | | | 256,927 | | |
Biotechnology | | | — | | | | 25,437 | | | | — | | | | 25,437 | | |
Broadline Retail | | | 150,032 | | | | — | | | | — | | | | 150,032 | | |
Capital Markets | | | 193,744 | | | | — | | | | — | | | | 193,744 | | |
Chemicals | | | — | | | | 6,694 | | | | — | | | | 6,694 | | |
Consumer Staples Distribution & Retail | | | — | | | | 44,685 | | | | — | | | | 44,685 | | |
Electronic Equipment, Instruments & Components | | | — | | | | 169,013 | | | | — | | | | 169,013 | | |
Entertainment | | | 82,277 | | | | — | | | | — | | | | 82,277 | | |
Financial Services | | | — | | | | 126,481 | | | | — | | | | 126,481 | | |
Food Products | | | — | | | | 70,313 | | | | — | | | | 70,313 | | |
Health Care Equipment & Supplies | | | — | | | | 139,301 | | | | — | | | | 139,301 | | |
Hotels, Restaurants & Leisure | | | — | | | | 89,207 | | | | — | | | | 89,207 | | |
Information Technology Services | | | 100,477 | | | | 18,772 | | | | — | | | | 119,249 | | |
Insurance | | | — | | | | 95,600 | | | | — | | | | 95,600 | | |
Interactive Media & Services | | | — | | | | 77,366 | | | | — | | | | 77,366 | | |
Machinery | | | — | | | | 16,745 | | | | — | | | | 16,745 | | |
Marine Transportation | | | — | | | | 71,358 | | | | — | | | | 71,358 | | |
Semiconductors & Semiconductor Equipment | | | 104,866 | | | | 202,021 | | | | — | | | | 306,887 | | |
Textiles, Apparel & Luxury Goods | | | 83,470 | | | | 723,990 | | | | — | | | | 807,460 | | |
Total Common Stocks | | | 714,866 | | | | 2,667,980 | | | | — | | | | 3,382,846 | | |
Short-Term Investments | |
Investment Company | | | 213,598 | | | | — | | | | — | | | | 213,598 | | |
Repurchase Agreements | | | — | | | | 440 | | | | — | | | | 440 | | |
Total Assets | | $ | 928,464 | | | $ | 2,668,420 | | | $ | — | | | $ | 3,596,884 | | |
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
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 U.S. 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. 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, 2023:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amount Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 5,853 | (a) | | $ | — | | | $ | (5,672 | )(b)(c) | | $ | 181 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $5,672,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments.
(c) The Fund did not maintain 100% collateral coverage at June 30, 2023. This was corrected on the next business day.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 borrowings.
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, 2023:
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 | | $ | 5,672 | | | $ | — | | | $ | — | | | $ | — | | | $ | 5,672 | | |
Total Borrowings | | $ | 5,672 | | | $ | — | | | $ | — | | | $ | — | | | $ | 5,672 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 5,672 | | |
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, 2023, 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 1.00% 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, 2023, 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,
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to approximately $6,000.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $386,969,000 and $495,919,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, advisory fees paid were reduced by approximately $92,000 relating to the Fund's investment in the Liquidity Funds.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The Fund may invest in affiliated entities, deemed to be affiliates as a result of the Fund owning five percent or more of the entity's voting securities.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2023 is as follows:
Affiliated Investment Company/Issuer | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 28,591 | | | $ | 596,824 | | | $ | 411,817 | | | $ | 2,157 | | |
Canada Goose Holdings, Inc. | | | 77,258 | | | | 5,769 | | | | — | | | | — | | |
Total | | $ | 105,850 | | | $ | 602,592 | | | $ | 411,817 | | | $ | 2,157 | | |
Affiliated Investment Company/Issuer (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 213,598 | | |
Canada Goose Holdings, Inc. | | | — | | | | 443 | | | | 83,470 | | |
Total | | $ | — | | | $ | 443 | | | $ | 297,068 | | |
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, 2023, 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 RIC 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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | 130,876 | | | $ | — | | | $ | 62,837 | | |
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 and tax adjustments related to the Subsidiary, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 63,986 | | | $ | (63,986 | ) | |
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $57,772,000 and $376,447,000, 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to cryptocurrencies 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: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 management fee and total expense ratio were higher than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was competitive with its peer group average and (ii) management fee and total expense ratio were 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.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
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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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIIASAN
5845804 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
International Equity Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 23 | | |
Liquidity Risk Management Program | | | 25 | | |
U.S. Customer Privacy Notice | | | 26 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,146.60 | | | $ | 1,020.08 | | | $ | 5.06 | | | $ | 4.76 | | | | 0.95 | % | |
International Equity Portfolio Class A | | | 1,000.00 | | | | 1,144.00 | | | | 1,018.35 | | | | 6.91 | | | | 6.51 | | | | 1.30 | | |
International Equity Portfolio Class L | | | 1,000.00 | | | | 1,141.10 | | | | 1,015.87 | | | | 9.56 | | | | 9.00 | | | | 1.80 | | |
International Equity Portfolio Class C | | | 1,000.00 | | | | 1,140.20 | | | | 1,014.63 | | | | 10.88 | | | | 10.24 | | | | 2.05 | | |
International Equity Portfolio Class R6 | | | 1,000.00 | | | | 1,146.70 | | | | 1,020.28 | | | | 4.84 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
International Equity Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.1%) | |
Australia (1.1%) | |
Aristocrat Leisure Ltd. | | | 606,154 | | | $ | 15,683 | | |
Belgium (0.5%) | |
KBC Group NV | | | 99,934 | | | | 6,975 | | |
Canada (5.9%) | |
Barrick Gold Corp. (LSE) | | | 1,826,313 | | | | 30,895 | | |
Constellation Software, Inc. | | | 19,003 | | | | 39,372 | | |
Tourmaline Oil Corp. | | | 297,567 | | | | 14,021 | | |
| | | 84,288 | | |
China (0.7%) | |
Minth Group Ltd. (a) | | | 3,478,000 | | | | 9,563 | | |
Denmark (3.6%) | |
Carlsberg AS Series B | | | 201,701 | | | | 32,299 | | |
Tryg AS | | | 873,618 | | | | 18,919 | | |
| | | 51,218 | | |
Finland (1.3%) | |
Kone Oyj, Class B | | | 355,625 | | | | 18,579 | | |
France (16.1%) | |
AXA SA | | | 989,371 | | | | 29,237 | | |
L'Oreal SA | | | 34,661 | | | | 16,169 | | |
Legrand SA | | | 295,807 | | | | 29,345 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 29,481 | | | | 27,798 | | |
Pernod Ricard SA | | | 128,864 | | | | 28,476 | | |
Safran SA | | | 183,455 | | | | 28,749 | | |
Sanofi | | | 228,164 | | | | 24,563 | | |
Thales SA | | | 159,804 | | | | 23,943 | | |
Worldline SA (b) | | | 550,620 | | | | 20,164 | | |
| | | 228,444 | | |
Germany (16.0%) | |
Adidas AG | | | 77,209 | | | | 14,988 | | |
Deutsche Boerse AG | | | 142,026 | | | | 26,220 | | |
Deutsche Post AG (Registered) | | | 694,222 | | | | 33,921 | | |
Infineon Technologies AG | | | 558,832 | | | | 23,014 | | |
Knorr-Bremse AG | | | 265,420 | | | | 20,290 | | |
MTU Aero Engines AG | | | 100,302 | | | | 26,015 | | |
QIAGEN NV (b) | | | 773,755 | | | | 34,780 | | |
SAP SE | | | 353,081 | | | | 48,234 | | |
| | | 227,462 | | |
Hong Kong (1.3%) | |
AIA Group Ltd. | | | 1,823,600 | | | | 18,521 | | |
Italy (2.1%) | |
Moncler SpA | | | 429,659 | | | | 29,727 | | |
Japan (3.7%) | |
Hoya Corp. | | | 130,300 | | | | 15,593 | | |
Keyence Corp. | | | 17,900 | | | | 8,505 | | |
Shiseido Co. Ltd. | | | 375,800 | | | | 17,035 | | |
SMC Corp. | | | 20,100 | | | | 11,171 | | |
| | | 52,304 | | |
| | Shares | | Value (000) | |
Korea, Republic of (3.6%) | |
Samsung Electronics Co. Ltd. | | | 609,165 | | | $ | 33,543 | | |
SK Hynix, Inc. | | | 207,871 | | | | 18,264 | | |
| | | 51,807 | | |
Netherlands (4.4%) | |
Heineken NV | | | 414,126 | | | | 42,587 | | |
Universal Music Group NV | | | 880,833 | | | | 19,568 | | |
| | | 62,155 | | |
Singapore (1.6%) | |
DBS Group Holdings Ltd. | | | 968,400 | | | | 22,615 | | |
Sweden (5.3%) | |
Atlas Copco AB, Class A | | | 1,309,603 | | | | 18,907 | | |
Epiroc AB, Class A | | | 918,826 | | | | 17,404 | | |
Hexagon AB, Class B | | | 929,344 | | | | 11,431 | | |
Svenska Handelsbanken AB, Class A | | | 3,299,912 | | | | 27,628 | | |
| | | 75,370 | | |
Switzerland (6.1%) | |
Alcon, Inc. | | | 125,950 | | | | 10,449 | | |
Novartis AG (Registered) | | | 164,836 | | | | 16,619 | | |
Partners Group Holding AG | | | 15,270 | | | | 14,397 | | |
Roche Holding AG (Genusschein) | | | 86,032 | | | | 26,280 | | |
UBS Group AG (Registered) | | | 926,733 | | | | 18,784 | | |
| | | 86,529 | | |
Taiwan (2.7%) | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | 382,087 | | | | 38,560 | | |
United Kingdom (22.1%) | |
Associated British Foods PLC | | | 1,047,738 | | | | 26,532 | | |
AstraZeneca PLC | | | 211,458 | | | | 30,314 | | |
BP PLC | | | 2,418,678 | | | | 14,083 | | |
British American Tobacco PLC | | | 721,803 | | | | 23,982 | | |
Experian PLC | | | 317,927 | | | | 12,202 | | |
Halma PLC | | | 330,973 | | | | 9,580 | | |
Hiscox Ltd. | | | 1,204,400 | | | | 16,698 | | |
Imperial Brands PLC | | | 593,342 | | | | 13,133 | | |
Legal & General Group PLC | | | 3,947,399 | | | | 11,429 | | |
Prudential PLC | | | 1,844,542 | | | | 26,051 | | |
Reckitt Benckiser Group PLC | | | 497,118 | | | | 37,359 | | |
RELX PLC (LSE) | | | 559,048 | | | | 18,650 | | |
RELX PLC (Euronext NV) | | | 522,660 | | | | 17,435 | | |
Rightmove PLC | | | 222,234 | | | | 1,476 | | |
Shell PLC | | | 1,334,395 | | | | 39,807 | | |
St. James's Place PLC | | | 1,053,025 | | | | 14,563 | | |
| | | 313,294 | | |
Total Common Stocks (Cost $1,013,817) | | | 1,393,094 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments (cont'd)
International Equity Portfolio
| | Shares | | Value (000) | |
Short-Term Investment (1.1%) | |
Investment Company (1.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $15,901) | | | 15,901,177 | | | $ | 15,901 | | |
Total Investments (99.2%) (Cost $1,029,718) (c)(d) | | | 1,408,995 | | |
Other Assets in Excess of Liabilities (0.8%) | | | 11,680 | | |
Net Assets (100.0%) | | $ | 1,420,675 | | |
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) Security trades on the Hong Kong exchange.
(b) Non-income producing security.
(c) The approximate fair value and percentage of net assets, $1,270,246,000 and 89.4%, 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 Financial Statements.
(d) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $405,075,000 and the aggregate gross unrealized depreciation is approximately $25,798,000, resulting in net unrealized appreciation of approximately $379,277,000.
ADR American Depositary Receipt.
Euronext NV Euronext Amsterdam Stock Market.
LSE London Stock Exchange.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 43.3 | % | |
Insurance | | | 8.5 | | |
Beverages | | | 7.3 | | |
Pharmaceuticals | | | 7.0 | | |
Software | | | 6.2 | | |
Machinery | | | 6.1 | | |
Semiconductors & Semiconductor Equipment | | | 5.6 | | |
Aerospace & Defense | | | 5.6 | | |
Capital Markets | | | 5.2 | | |
Textiles, Apparel & Luxury Goods | | | 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 financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
International Equity Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $1,013,817) | | $ | 1,393,094 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $15,901) | | | 15,901 | | |
Total Investments in Securities, at Value (Cost $1,029,718) | | | 1,408,995 | | |
Foreign Currency, at Value (Cost $6,162) | | | 6,154 | | |
Receivable for Investments Sold | | | 11,632 | | |
Tax Reclaim Receivable | | | 5,477 | | |
Dividends Receivable | | | 664 | | |
Receivable for Fund Shares Sold | | | 215 | | |
Receivable from Affiliate | | | 85 | | |
Other Assets | | | 222 | | |
Total Assets | | | 1,433,444 | | |
Liabilities: | |
Payable for Investments Purchased | | | 8,728 | | |
Payable for Advisory Fees | | | 2,668 | | |
Payable for Fund Shares Redeemed | | | 782 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 238 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | 93 | | |
Payable for Shareholder Services Fees — Class A | | | 67 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 2 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 1 | | |
Payable for Custodian Fees | | | 52 | | |
Payable for Professional Fees | | | 22 | | |
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 | | | — | @ | |
Payable for Transfer Agency Fees — Class R6 | | | — | @ | |
Other Liabilities | | | 112 | | |
Total Liabilities | | | 12,769 | | |
Net Assets | | $ | 1,420,675 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 1,018,013 | | |
Total Distributable Earnings | | | 402,662 | | |
Net Assets | | $ | 1,420,675 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
International Equity Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 863,187 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 62,007,240 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.92 | | |
CLASS A: | |
Net Assets | | $ | 282,764 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 20,465,226 | | |
Net Asset Value, Redemption Price Per Share | | $ | 13.82 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.77 | | |
Maximum Offering Price Per Share | | $ | 14.59 | | |
CLASS L: | |
Net Assets | | $ | 3,955 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 291,022 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.59 | | |
CLASS C: | |
Net Assets | | $ | 1,136 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 85,674 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.26 | | |
CLASS R6: | |
Net Assets | | $ | 269,633 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 19,383,968 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.91 | | |
@ 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, 2023 (unaudited)
International Equity Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $2,944 of Foreign Taxes Withheld) | | $ | 24,543 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 469 | | |
Total Investment Income | | | 25,012 | | |
Expenses: | |
Advisory Fees (Note B) | | | 5,569 | | |
Sub Transfer Agency Fees — Class I | | | 340 | | |
Sub Transfer Agency Fees — Class A | | | 285 | | |
Sub Transfer Agency Fees — Class L | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Administration Fees (Note C) | | | 557 | | |
Shareholder Services Fees — Class A (Note D) | | | 414 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 15 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 6 | | |
Custodian Fees (Note F) | | | 103 | | |
Professional Fees | | | 90 | | |
Registration Fees | | | 33 | | |
Shareholder Reporting Fees | | | 25 | | |
Transfer Agency Fees — Class I (Note E) | | | 10 | | |
Transfer Agency Fees — Class A (Note E) | | | 4 | | |
Transfer Agency Fees — Class L (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 2 | | |
Directors' Fees and Expenses | | | 13 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 49 | | |
Total Expenses | | | 7,522 | | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (192 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (57 | ) | |
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) | | | (108 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (20 | ) | |
Net Expenses | | | 7,142 | | |
Net Investment Income | | | 17,870 | | |
Realized Gain (Loss): | |
Investments Sold | | | 21,929 | | |
Foreign Currency Translation | | | (287 | ) | |
Net Realized Gain | | | 21,642 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 148,273 | | |
Foreign Currency Translation | | | 119 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 148,392 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 170,034 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 187,904 | | |
@ 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, 2023
International Equity Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 17,870 | | | $ | 26,245 | | |
Net Realized Gain | | | 21,642 | | | | 47,953 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 148,392 | | | | (376,669 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 187,904 | | | | (302,471 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (53,459 | ) | |
Class A | | | — | | | | (24,782 | ) | |
Class L | | | — | | | | (236 | ) | |
Class C | | | — | | | | (41 | ) | |
Class R6* | | | — | | | | (17,483 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (96,001 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 89,885 | | | | 115,376 | | |
Distributions Reinvested | | | — | | | | 52,242 | | |
Redeemed | | | (74,493 | ) | | | (686,551 | ) | |
Class A: | |
Subscribed | | | 1,368 | | | | 433,632 | | |
Distributions Reinvested | | | — | | | | 24,701 | | |
Redeemed | | | (94,690 | ) | | | (144,154 | ) | |
Class L: | |
Exchanged | | | — | | | | 116 | | |
Distributions Reinvested | | | — | | | | 234 | | |
Redeemed | | | (127 | ) | | | (1,120 | ) | |
Class C: | |
Subscribed | | | 30 | | | | 639 | | |
Distributions Reinvested | | | — | | | | 41 | | |
Redeemed | | | (140 | ) | | | (317 | ) | |
Class R6:* | |
Subscribed | | | 12,181 | | | | 18,642 | | |
Distributions Reinvested | | | — | | | | 16,920 | | |
Redeemed | | | (23,609 | ) | | | (159,747 | ) | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (89,595 | ) | | | (329,346 | ) | |
Total Increase (Decrease) in Net Assets | | | 98,309 | | | | (727,818 | ) | |
Net Assets: | |
Beginning of Period | | | 1,322,366 | | | | 2,050,184 | | |
End of Period | | $ | 1,420,675 | | | $ | 1,322,366 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
International Equity Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 6,563 | | | | 8,805 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 4,321 | | |
Shares Redeemed | | | (5,618 | ) | | | (52,679 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | 945 | | | | (39,553 | ) | |
Class A: | |
Shares Subscribed | | | 104 | | | | 33,633 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2,055 | | |
Shares Redeemed | | | (7,026 | ) | | | (12,173 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (6,922 | ) | | | 23,515 | | |
Class L: | |
Shares Exchanged | | | — | | | | 9 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 20 | | |
Shares Redeemed | | | (10 | ) | | | (90 | ) | |
Net Decrease in Class L Shares Outstanding | | | (10 | ) | | | (61 | ) | |
Class C: | |
Shares Subscribed | | | 2 | | | | 53 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 4 | | |
Shares Redeemed | | | (11 | ) | | | (26 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (9 | ) | | | 31 | | |
Class R6:* | |
Shares Subscribed | | | 907 | | | | 1,465 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,401 | | |
Shares Redeemed | | | (1,746 | ) | | | (12,447 | ) | |
Net Decrease in Class R6 Shares Outstanding | | | (839 | ) | | | (9,581 | ) | |
* 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, 2023
Financial Highlights
International Equity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 12.14 | | | $ | 15.22 | | | $ | 16.20 | | | $ | 14.74 | | | $ | 13.49 | | | $ | 17.97 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.18 | | | | 0.23 | | | | 0.29 | | | | 0.18 | | | | 0.28 | | | | 0.31 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.60 | | | | (2.40 | ) | | | 0.34 | | | | 1.50 | | | | 2.47 | | | | (2.78 | ) | |
Total from Investment Operations | | | 1.78 | | | | (2.17 | ) | | | 0.63 | | | | 1.68 | | | | 2.75 | | | | (2.47 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.13 | ) | | | (0.33 | ) | | | (0.22 | ) | | | (0.32 | ) | | | (0.39 | ) | |
Net Realized Gain | | | — | | | | (0.78 | ) | | | (1.28 | ) | | | — | | | | (1.18 | ) | | | (1.62 | ) | |
Total Distributions | | | — | | | | (0.91 | ) | | | (1.61 | ) | | | (0.22 | ) | | | (1.50 | ) | | | (2.01 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 13.92 | | | $ | 12.14 | | | $ | 15.22 | | | $ | 16.20 | | | $ | 14.74 | | | $ | 13.49 | | |
Total Return(3) | | | 14.66 | %(4) | | | (14.18 | )% | | | 4.19 | % | | | 11.42 | % | | | 20.37 | % | | | (13.80 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 863,187 | | | $ | 741,596 | | | $ | 1,531,709 | | | $ | 1,658,464 | | | $ | 1,539,709 | | | $ | 1,725,392 | | |
Ratio of Expenses Before Expense Limitation | | | 1.01 | %(5) | | | 1.03 | % | | | 1.01 | % | | | 1.00 | % | | | 1.00 | % | | | 0.99 | % | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(6) | | | 0.95 | %(6) | | | 0.95 | %(6) | | | 0.95 | %(6) | | | 0.95 | %(6) | | | 0.95 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.95 | %(6) | | | N/A | | |
Ratio of Net Investment Income | | | 2.65 | %(5)(6) | | | 1.76 | %(6) | | | 1.70 | %(6) | | | 1.28 | %(6) | | | 1.86 | %(6) | | | 1.82 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 15 | %(4) | | | 36 | % | | | 20 | % | | | 20 | % | | | 20 | % | | | 34 | % | |
(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) 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.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
International Equity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 12.08 | | | $ | 15.17 | | | $ | 16.15 | | | $ | 14.67 | | | $ | 13.42 | | | $ | 17.75 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.15 | | | | 0.06 | | | | 0.25 | | | | 0.11 | | | | 0.24 | | | | 0.32 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.59 | | | | (2.25 | ) | | | 0.36 | | | | 1.50 | | | | 2.46 | | | | (2.82 | ) | |
Total from Investment Operations | | | 1.74 | | | | (2.19 | ) | | | 0.61 | | | | 1.61 | | | | 2.70 | | | | (2.50 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.12 | ) | | | (0.31 | ) | | | (0.13 | ) | | | (0.27 | ) | | | (0.21 | ) | |
Net Realized Gain | | | — | | | | (0.78 | ) | | | (1.28 | ) | | | — | | | | (1.18 | ) | | | (1.62 | ) | |
Total Distributions | | | — | | | | (0.90 | ) | | | (1.59 | ) | | | (0.13 | ) | | | (1.45 | ) | | | (1.83 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 13.82 | | | $ | 12.08 | | | $ | 15.17 | | | $ | 16.15 | | | $ | 14.67 | | | $ | 13.42 | | |
Total Return(3) | | | 14.40 | %(4) | | | (14.37 | )% | | | 4.07 | % | | | 11.00 | % | | | 20.11 | % | | | (14.13 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 282,764 | | | $ | 330,721 | | | $ | 58,739 | | | $ | 60,346 | | | $ | 212,578 | | | $ | 244,622 | | |
Ratio of Expenses Before Expense Limitation | | | 1.35 | %(5) | | | 1.26 | % | | | 1.07 | % | | | 1.43 | % | | | 1.25 | % | | | 1.31 | % | |
Ratio of Expenses After Expense Limitation | | | 1.30 | %(5)(6) | | | 1.23 | %(6) | | | 1.07 | %(6) | | | 1.30 | %(6) | | | 1.25 | %(6) | | | 1.30 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 1.25 | %(6) | | | N/A | | |
Ratio of Net Investment Income | | | 2.30 | %(5)(6) | | | 0.50 | %(6) | | | 1.57 | %(6) | | | 0.80 | %(6) | | | 1.62 | %(6) | | | 1.83 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 15 | %(4) | | | 36 | % | | | 20 | % | | | 20 | % | | | 20 | % | | | 34 | % | |
(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) 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.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
International Equity Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 11.91 | | | $ | 14.93 | | | $ | 15.91 | | | $ | 14.50 | | | $ | 13.28 | | | $ | 17.70 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.12 | | | | 0.10 | | | | 0.14 | | | | 0.06 | | | | 0.15 | | | | 0.10 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.56 | | | | (2.33 | ) | | | 0.35 | | | | 1.45 | | | | 2.44 | | | | (2.66 | ) | |
Total from Investment Operations | | | 1.68 | | | | (2.23 | ) | | | 0.49 | | | | 1.51 | | | | 2.59 | | | | (2.56 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.19 | ) | | | (0.10 | ) | | | (0.19 | ) | | | (0.24 | ) | |
Net Realized Gain | | | — | | | | (0.78 | ) | | | (1.28 | ) | | | — | | | | (1.18 | ) | | | (1.62 | ) | |
Total Distributions | | | — | | | | (0.79 | ) | | | (1.47 | ) | | | (0.10 | ) | | | (1.37 | ) | | | (1.86 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 13.59 | | | $ | 11.91 | | | $ | 14.93 | | | $ | 15.91 | | | $ | 14.50 | | | $ | 13.28 | | |
Total Return(3) | | | 14.11 | %(4) | | | (14.86 | )% | | | 3.34 | % | | | 10.40 | % | | | 19.48 | % | | | (14.49 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,955 | | | $ | 3,579 | | | $ | 5,394 | | | $ | 5,513 | | | $ | 5,888 | | | $ | 6,022 | | |
Ratio of Expenses Before Expense Limitation | | | 1.83 | %(5) | | | 1.85 | % | | | 1.79 | % | | | 1.83 | % | | | 1.79 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.80 | %(5)(6) | | | 1.80 | %(6) | | | 1.79 | %(6) | | | 1.80 | %(6) | | | 1.78 | %(6) | | | 1.72 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 1.78 | %(6) | | | N/A | | |
Ratio of Net Investment Income | | | 1.80 | %(5)(6) | | | 0.77 | %(6) | | | 0.88 | %(6) | | | 0.41 | %(6) | | | 1.06 | %(6) | | | 1.17 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 15 | %(4) | | | 36 | % | | | 20 | % | | | 20 | % | | | 20 | % | | | 34 | % | |
(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) 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.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
International Equity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 11.63 | | | $ | 14.63 | | | $ | 15.64 | | | $ | 14.26 | | | $ | 13.08 | | | $ | 17.51 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.10 | | | | 0.06 | | | | 0.09 | | | | 0.02 | | | | 0.10 | | | | 0.05 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.53 | | | | (2.28 | ) | | | 0.34 | | | | 1.43 | | | | 2.41 | | | | (2.64 | ) | |
Total from Investment Operations | | | 1.63 | | | | (2.22 | ) | | | 0.43 | | | | 1.45 | | | | 2.51 | | | | (2.59 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.16 | ) | | | (0.07 | ) | | | (0.15 | ) | | | (0.22 | ) | |
Net Realized Gain | | | — | | | | (0.78 | ) | | | (1.28 | ) | | | — | | | | (1.18 | ) | | | (1.62 | ) | |
Total Distributions | | | — | | | | (0.78 | ) | | | (1.44 | ) | | | (0.07 | ) | | | (1.33 | ) | | | (1.84 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 13.26 | | | $ | 11.63 | | | $ | 14.63 | | | $ | 15.64 | | | $ | 14.26 | | | $ | 13.08 | | |
Total Return(3) | | | 14.02 | %(4) | | | (15.12 | )% | | | 3.02 | % | | | 10.17 | % | | | 19.18 | % | | | (14.82 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,136 | | | $ | 1,098 | | | $ | 929 | | | $ | 776 | | | $ | 674 | | | $ | 787 | | |
Ratio of Expenses Before Expense Limitation | | | 2.26 | %(5) | | | 2.28 | % | | | 2.33 | % | | | 2.41 | % | | | 2.35 | % | | | 2.27 | % | |
Ratio of Expenses After Expense Limitation | | | 2.05 | %(5)(6) | | | 2.05 | %(6) | | | 2.05 | %(6) | | | 2.05 | %(6) | | | 2.05 | %(6) | | | 2.05 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 2.05 | %(6) | | | N/A | | |
Ratio of Net Investment Income | | | 1.55 | %(5)(6) | | | 0.48 | %(6) | | | 0.58 | %(6) | | | 0.15 | %(6) | | | 0.73 | %(6) | | | 0.83 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 15 | %(4) | | | 36 | % | | | 20 | % | | | 20 | % | | | 20 | % | | | 34 | % | |
(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) 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.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
International Equity Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 12.13 | | | $ | 15.21 | | | $ | 16.19 | | | $ | 14.74 | | | $ | 13.48 | | | $ | 17.97 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.18 | | | | 0.22 | | | | 0.30 | | | | 0.18 | | | | 0.29 | | | | 0.38 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.60 | | | | (2.38 | ) | | | 0.33 | | | | 1.50 | | | | 2.48 | | | | (2.86 | ) | |
Total from Investment Operations | | | 1.78 | | | | (2.16 | ) | | | 0.63 | | | | 1.68 | | | | 2.77 | | | | (2.48 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.14 | ) | | | (0.33 | ) | | | (0.23 | ) | | | (0.33 | ) | | | (0.39 | ) | |
Net Realized Gain | | | — | | | | (0.78 | ) | | | (1.28 | ) | | | — | | | | (1.18 | ) | | | (1.62 | ) | |
Total Distributions | | | — | | | | (0.92 | ) | | | (1.61 | ) | | | (0.23 | ) | | | (1.51 | ) | | | (2.01 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 13.91 | | | $ | 12.13 | | | $ | 15.21 | | | $ | 16.19 | | | $ | 14.74 | | | $ | 13.48 | | |
Total Return(4) | | | 14.67 | %(5) | | | (14.14 | )% | | | 4.24 | % | | | 11.39 | % | | | 20.42 | % | | | (13.76 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 269,633 | | | $ | 245,372 | | | $ | 453,413 | | | $ | 468,152 | | | $ | 456,618 | | | $ | 462,752 | | |
Ratio of Expenses Before Expense Limitation | | | 0.93 | %(6) | | | 0.92 | % | | | 0.91 | % | | | 0.91 | % | | | 0.91 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.91 | %(6)(7) | | | 0.92 | %(7) | | | 0.91 | %(7) | | | 0.91 | %(7) | | | 0.91 | %(7) | | | 0.90 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.91 | %(7) | | | N/A | | |
Ratio of Net Investment Income | | | 2.69 | %(6)(7) | | | 1.67 | %(7) | | | 1.76 | %(7) | | | 1.31 | %(7) | | | 1.94 | %(7) | | | 2.19 | %(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 15 | %(5) | | | 36 | % | | | 20 | % | | | 20 | % | | | 20 | % | | | 34 | % | |
(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) 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.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | — | | | $ | 78,707 | | | $ | — | | | $ | 78,707 | | |
Air Freight & Logistics | | | — | | | | 33,921 | | | | — | | | | 33,921 | | |
Automobile Components | | | — | | | | 9,563 | | | | — | | | | 9,563 | | |
Banks | | | — | | | | 57,218 | | | | — | | | | 57,218 | | |
Beverages | | | — | | | | 103,362 | | | | — | | | | 103,362 | | |
Capital Markets | | | — | | | | 73,964 | | | | — | | | | 73,964 | | |
Electrical Equipment | | | — | | | | 29,345 | | | | — | | | | 29,345 | | |
Electronic Equipment, Instruments & Components | | | — | | | | 29,516 | | | | — | | | | 29,516 | | |
Entertainment | | | — | | | | 19,568 | | | | — | | | | 19,568 | | |
Financial Services | | | — | | | | 20,164 | | | | — | | | | 20,164 | | |
Food Products | | | — | | | | 26,532 | | | | — | | | | 26,532 | | |
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | $ | — | | | $ | 26,042 | | | $ | — | | | $ | 26,042 | | |
Hotels, Restaurants & Leisure | | | — | | | | 15,683 | | | | — | | | | 15,683 | | |
Household Products | | | — | | | | 37,359 | | | | — | | | | 37,359 | | |
Insurance | | | — | | | | 120,855 | | | | — | | | | 120,855 | | |
Interactive Media & Services | | | — | | | | 1,476 | | | | — | | | | 1,476 | | |
Life Sciences Tools & Services | | | — | | | | 34,780 | | | | — | | | | 34,780 | | |
Machinery | | | — | | | | 86,351 | | | | — | | | | 86,351 | | |
Metals & Mining | | | 30,895 | | | | — | | | | — | | | | 30,895 | | |
Oil, Gas & Consumable Fuels | | | 14,021 | | | | 53,890 | | | | — | | | | 67,911 | | |
Personal Care Products | | | — | | | | 33,204 | | | | — | | | | 33,204 | | |
Pharmaceuticals | | | — | | | | 97,776 | | | | — | | | | 97,776 | | |
Professional Services | | | — | | | | 48,287 | | | | — | | | | 48,287 | | |
Semiconductors & Semiconductor Equipment | | | 38,560 | | | | 41,278 | | | | — | | | | 79,838 | | |
Software | | | 39,372 | | | | 48,234 | | | | — | | | | 87,606 | | |
Tech Hardware, Storage & Peripherals | | | — | | | | 33,543 | | | | — | | | | 33,543 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 72,513 | | | | — | | | | 72,513 | | |
Tobacco | | | — | | | | 37,115 | | | | — | | | | 37,115 | | |
Total Common Stocks | | | 122,848 | | | | 1,270,246 | | | | — | | | | 1,393,094 | | |
Short-Term Investment | |
Investment Company | | | 15,901 | | | | — | | | | — | | | | 15,901 | | |
Total Assets | | $ | 138,749 | | | $ | 1,270,246 | | | $ | — | | | $ | 1,408,995 | | |
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 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 U.S. 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,
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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/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, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.78% 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, 2023, approximately $108,000 of advisory fees were waived and approximately $252,000 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $1,000.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $205,221,000 and $284,600,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, advisory fees paid were reduced by approximately $20,000 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 8,572 | | | $ | 180,178 | | | $ | 172,849 | | | $ | 469 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 15,901 | | |
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, 2023, the Fund did not engage in any cross-trade transactions.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 19,173 | | | $ | 76,828 | | | $ | 50,803 | | | $ | 152,221 | | |
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, 2022.
At December 31, 2022, 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) | |
$ | 6,019 | | | $ | 5,309 | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 63.3%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 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.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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
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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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIIESAN
5843021 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
International Opportunity Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 25 | | |
Liquidity Risk Management Program | | | 27 | | |
U.S. Customer Privacy Notice | | | 28 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,208.60 | | | $ | 1,019.84 | | | $ | 5.48 | | | $ | 5.01 | | | | 1.00 | % | |
International Opportunity Portfolio Class A | | | 1,000.00 | | | | 1,207.40 | | | | 1,018.10 | | | | 6.69 | | | | 6.76 | | | | 1.28 | | |
International Opportunity Portfolio Class L | | | 1,000.00 | | | | 1,204.10 | | | | 1,015.62 | | | | 10.11 | | | | 9.25 | | | | 1.85 | | |
International Opportunity Portfolio Class C | | | 1,000.00 | | | | 1,202.80 | | | | 1,014.38 | | | | 10.41 | | | | 10.49 | | | | 2.03 | | |
International Opportunity Portfolio Class R6 | | | 1,000.00 | | | | 1,209.00 | | | | 1,020.13 | | | | 4.66 | | | | 4.71 | | | | 0.94 | | |
International Opportunity Portfolio Class IR | | | 1,000.00 | | | | 1,208.90 | | | | 1,020.13 | | | | 4.66 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments
International Opportunity Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.7%) | |
Argentina (1.9%) | |
Globant SA (a) | | | 128,428 | | | $ | 23,081 | | |
Brazil (2.2%) | |
NU Holdings Ltd., Class A (a) | | | 3,437,317 | | | | 27,120 | | |
Canada (6.7%) | |
Canada Goose Holdings, Inc. (a)(b) | | | 1,255,245 | | | | 22,343 | | |
Shopify, Inc., Class A (a) | | | 924,887 | | | | 59,748 | | |
| | | 82,091 | | |
China (9.1%) | |
Foshan Haitian Flavouring & Food Co. Ltd., Class A | | | 298,726 | | | | 1,930 | | |
Kweichow Moutai Co. Ltd., Class A | | | 73,600 | | | | 17,156 | | |
Meituan, Class B (a)(c) | | | 2,354,820 | | | | 36,926 | | |
Tencent Holdings Ltd. (c) | | | 398,500 | | | | 16,897 | | |
Trip.com Group Ltd. ADR (a) | | | 1,087,786 | | | | 38,073 | | |
| | | 110,982 | | |
Denmark (7.9%) | |
DSV AS | | | 458,058 | | | | 96,211 | | |
France (5.5%) | |
Hermes International | | | 31,001 | | | | 67,388 | | |
Germany (5.7%) | |
Adidas AG | | | 225,589 | | | | 43,793 | | |
HelloFresh SE (a) | | | 1,066,047 | | | | 26,366 | | |
| | | 70,159 | | |
India (12.6%) | |
HDFC Bank Ltd. | | | 4,135,432 | | | | 85,822 | | |
ICICI Bank Ltd. ADR | | | 2,658,932 | | | | 61,368 | | |
Titan Co. Ltd. | | | 198,614 | | | | 7,395 | | |
| | | 154,585 | | |
Italy (5.3%) | |
Moncler SpA | | | 937,643 | | | | 64,873 | | |
Japan (3.7%) | |
Change Holdings, Inc. | | | 412,400 | | | | 6,557 | | |
Keyence Corp. | | | 82,600 | | | | 39,248 | | |
| | | 45,805 | | |
Korea, Republic of (8.1%) | |
Coupang, Inc. (a) | | | 3,289,772 | | | | 57,242 | | |
KakaoBank Corp. (b) | | | 1,121,494 | | | | 20,388 | | |
NAVER Corp. | | | 156,020 | | | | 21,841 | | |
| | | 99,471 | | |
Netherlands (6.8%) | |
Adyen NV (a) | | | 25,047 | | | | 43,373 | | |
ASML Holding NV | | | 54,054 | | | | 39,207 | | |
| | | 82,580 | | |
Norway (0.6%) | |
AutoStore Holdings Ltd. (a)(b) | | | 3,533,054 | | | | 7,734 | | |
Singapore (2.8%) | |
Grab Holdings Ltd., Class A (a) | | | 8,201,276 | | | | 28,130 | | |
Sea Ltd. ADR (a) | | | 113,297 | | | | 6,576 | | |
| | | 34,706 | | |
| | Shares | | Value (000) | |
Sweden (4.4%) | |
Evolution AB | | | 340,512 | | | $ | 43,151 | | |
Vitrolife AB | | | 557,891 | | | | 10,843 | | |
| | | 53,994 | | |
Taiwan (2.8%) | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 1,854,000 | | | | 34,250 | | |
United Kingdom (1.5%) | |
Deliveroo PLC (a) | | | 7,330,561 | | | | 10,671 | | |
Fevertree Drinks PLC | | | 480,501 | | | | 7,431 | | |
| | | 18,102 | | |
United States (11.1%) | |
MercadoLibre, Inc. (a) | | | 65,053 | | | | 77,062 | | |
Spotify Technology SA (a) | | | 368,659 | | | | 59,188 | | |
| | | 136,250 | | |
Total Common Stocks (Cost $992,990) | | | 1,209,382 | | |
Short-Term Investments (2.8%) | |
Investment Company (2.0%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $24,789) | | | 24,789,079 | | | | 24,789 | | |
Securities held as Collateral on Loaned Securities (0.8%) | |
Investment Company (0.7%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 8,746,143 | | | | 8,746 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.1%) | |
Citigroup, Inc., (5.00%, dated 6/30/23, due 7/3/23; proceeds $152; fully collateralized by U.S. Government obligations; 0.00% due 7/27/23 - 8/10/23; valued at $155) | | $ | 152 | | | | 152 | | |
HSBC Securities USA, Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $324; fully collateralized by U.S. Government obligations; 0.00% due 8/15/23 - 11/15/25; valued at $330) | | | 324 | | | | 324 | | |
Merrill Lynch & Co., Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $259; fully collateralized by a U.S. Government obligation; 1.63% due 10/15/27; valued at $264) | | | 259 | | | | 259 | | |
| | | 735 | | |
Total Securities held as Collateral on Loaned Securities (Cost $9,481) | | | 9,481 | | |
Total Short-Term Investments (Cost $34,270) | | | 34,270 | | |
Total Investments (101.5%) (Cost $1,027,260) Including $27,071 of Securities Loaned (d)(e) | | | 1,243,652 | | |
Liabilities in Excess of Other Assets (–1.5%) | | | (18,656 | ) | |
Net Assets (100.0%) | | $ | 1,224,996 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
International Opportunity Portfolio
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, 2023.
(c) Security trades on the Hong Kong exchange.
(d) The approximate fair value and percentage of net assets, $749,451,000 and 61.2%, 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 Consolidated Financial Statements.
(e) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $355,406,000 and the aggregate gross unrealized depreciation is approximately $139,014,000, resulting in net unrealized appreciation of approximately $216,392,000.
ADR American Depositary Receipt.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 19.9 | % | |
Textiles, Apparel & Luxury Goods | | | 16.7 | | |
Banks | | | 15.8 | | |
Broadline Retail | | | 10.9 | | |
Hotels, Restaurants & Leisure | | | 10.4 | | |
Air Freight & Logistics | | | 7.8 | | |
Information Technology Services | | | 7.2 | | |
Semiconductors & Semiconductor Equipment | | | 6.0 | | |
Entertainment | | | 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, 2023.
** 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, 2023 (unaudited)
International Opportunity Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $993,725) | | $ | 1,210,117 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $33,535) | | | 33,535 | | |
Total Investments in Securities, at Value (Cost $1,027,260) | | | 1,243,652 | | |
Foreign Currency, at Value (Cost $1,554) | | | 1,551 | | |
Cash | | | 2 | | |
Dividends Receivable | | | 944 | | |
Tax Reclaim Receivable | | | 679 | | |
Receivable for Fund Shares Sold | | | 185 | | |
Receivable from Affiliate | | | 89 | | |
Receivable from Securities Lending Income | | | 15 | | |
Receivable for Investments Sold | | | 14 | | |
Other Assets | | | 232 | | |
Total Assets | | | 1,247,363 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 9,481 | | |
Payable for Investments Purchased | | | 5,777 | | |
Payable for Advisory Fees | | | 2,557 | | |
Deferred Capital Gain Country Tax | | | 2,058 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 958 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 148 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | 16 | | |
Payable for Fund Shares Redeemed | | | 927 | | |
Payable for Administration Fees | | | 80 | | |
Payable for Custodian Fees | | | 79 | | |
Payable for Shareholder Services Fees — Class A | | | 49 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 25 | | |
Payable for Professional Fees | | | 34 | | |
Payable for Transfer Agency Fees — Class I | | | 19 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 4 | | |
Payable for Transfer Agency Fees — Class R6 | | | 2 | | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Other Liabilities | | | 152 | | |
Total Liabilities | | | 22,367 | | |
Net Assets | | $ | 1,224,996 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 1,543,995 | | |
Total Accumulated Loss | | | (318,999 | ) | |
Net Assets | | $ | 1,224,996 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
International Opportunity Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 761,416 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 31,816,286 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 23.93 | | |
CLASS A: | |
Net Assets | | $ | 242,679 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 10,475,879 | | |
Net Asset Value Redemption Price Per Share | | $ | 23.17 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.28 | | |
Maximum Offering Price Per Share | | $ | 24.45 | | |
CLASS L: | |
Net Assets | | $ | 205 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 9,454 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.71 | | |
CLASS C: | |
Net Assets | | $ | 29,761 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,397,903 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.29 | | |
CLASS R6: | |
Net Assets | | $ | 45,937 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,909,051 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 24.06 | | |
CLASS IR: | |
Net Assets | | $ | 144,998 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 6,024,454 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 24.07 | | |
(1) Including: Securities on Loan, at Value: | | $ | 27,071 | | |
@ 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, 2023 (unaudited)
International Opportunity Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $854 of Foreign Taxes Withheld) | | $ | 5,707 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 512 | | |
Income from Securities Loaned — Net | | | 58 | | |
Total Investment Income | | | 6,277 | | |
Expenses: | |
Advisory Fees (Note B) | | | 4,966 | | |
Administration Fees (Note C) | | | 503 | | |
Sub Transfer Agency Fees — Class I | | | 331 | | |
Sub Transfer Agency Fees — Class A | | | 105 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 11 | | |
Shareholder Services Fees — Class A (Note D) | | | 292 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 1 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 152 | | |
Custodian Fees (Note F) | | | 142 | | |
Professional Fees | | | 85 | | |
Transfer Agency Fees — Class I (Note E) | | | 38 | | |
Transfer Agency Fees — Class A (Note E) | | | 6 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 4 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 11 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Shareholder Reporting Fees | | | 58 | | |
Registration Fees | | | 42 | | |
Directors' Fees and Expenses | | | 13 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 61 | | |
Total Expenses | | | 6,825 | | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (123 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class R6 (Note B) | | | (10 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (22 | ) | |
Net Expenses | | | 6,669 | | |
Net Investment Loss | | | (392 | ) | |
Realized Loss: | |
Investments Sold (Net of $677 of Capital Gain Country Tax) | | | (74,675 | ) | |
Foreign Currency Translation | | | (2 | ) | |
Net Realized Loss | | | (74,677 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $234) | | | 311,659 | | |
Foreign Currency Translation | | | 5 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 311,664 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 236,987 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 236,595 | | |
@ 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, 2023
International Opportunity Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (392 | ) | | $ | (9,903 | ) | |
Net Realized Loss | | | (74,677 | ) | | | (500,788 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 311,664 | | | | (1,207,415 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 236,595 | | | | (1,718,106 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (61,623 | ) | |
Class A | | | — | | | | (19,963 | ) | |
Class L | | | — | | | | (16 | ) | |
Class C | | | — | | | | (2,906 | ) | |
Class R6* | | | — | | | | (11,293 | ) | |
Class IR | | | — | | | | (10,104 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (105,905 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 103,807 | | | | 437,070 | | |
Distributions Reinvested | | | — | | | | 60,304 | | |
Redeemed | | | (148,331 | ) | | | (1,746,169 | ) | |
Class A: | |
Subscribed | | | 17,472 | | | | 37,062 | | |
Distributions Reinvested | | | — | | | | 19,946 | | |
Redeemed | | | (39,309 | ) | | | (199,584 | ) | |
Class L: | |
Exchanged | | | — | | | | 29 | | |
Distributions Reinvested | | | — | | | | 16 | | |
Redeemed | | | — | | | | (110 | ) | |
Class C: | |
Subscribed | | | 437 | | | | 1,603 | | |
Distributions Reinvested | | | — | | | | 2,878 | | |
Redeemed | | | (5,048 | ) | | | (26,545 | ) | |
Class R6:* | |
Subscribed | | | 5,557 | | | | 135,382 | | |
Distributions Reinvested | | | — | | | | 11,293 | | |
Redeemed | | | (117,818 | ) | | | (41,180 | ) | |
Class IR: | |
Subscribed | | | — | | | | 60,000 | | |
Distributions Reinvested | | | — | | | | 10,104 | | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (183,233 | ) | | | (1,237,901 | ) | |
Redemption Fees | | | 10 | | | | 85 | | |
Total Increase (Decrease) in Net Assets | | | 53,372 | | | | (3,061,827 | ) | |
Net Assets: | |
Beginning of Period | | | 1,171,624 | | | | 4,233,451 | | |
End of Period | | $ | 1,224,996 | | | $ | 1,171,624 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
International Opportunity Portfolio
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 4,631 | | | | 16,359 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3,029 | | |
Shares Redeemed | | | (6,580 | ) | | | (69,659 | ) | |
Net Decrease in Class I Shares Outstanding | | | (1,949 | ) | | | (50,271 | ) | |
Class A: | |
Shares Subscribed | | | 789 | | | | 1,453 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,033 | | |
Shares Redeemed | | | (1,798 | ) | | | (8,026 | ) | |
Net Decrease in Class A Shares Outstanding | | | (1,009 | ) | | | (5,540 | ) | |
Class L: | |
Shares Exchanged | | | — | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | — | | | | (5 | ) | |
Net Decrease in Class L Shares Outstanding | | | — | | | | (3 | ) | |
Class C: | |
Shares Subscribed | | | 22 | | | | 68 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 162 | | |
Shares Redeemed | | | (249 | ) | | | (1,214 | ) | |
Net Decrease in Class C Shares Outstanding | | | (227 | ) | | | (984 | ) | |
Class R6:* | |
Shares Subscribed | | | 247 | | | | 4,557 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 564 | | |
Shares Redeemed | | | (5,056 | ) | | | (1,817 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | (4,809 | ) | | | 3,304 | | |
Class IR: | |
Shares Subscribed | | | — | | | | 1,850 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 505 | | |
Net Increase in Class IR Shares Outstanding | | | — | | | | 2,355 | | |
* 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, 2023
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 19.80 | | | $ | 38.44 | | | $ | 41.46 | | | $ | 26.73 | | | $ | 19.77 | | | $ | 22.52 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.00 | (3) | | | (0.10 | ) | | | (0.30 | ) | | | (0.22 | ) | | | (0.04 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 4.13 | | | | (16.71 | ) | | | (1.90 | ) | | | 15.05 | | | | 7.00 | | | | (2.66 | ) | |
Total from Investment Operations | | | 4.13 | | | | (16.81 | ) | | | (2.20 | ) | | | 14.83 | | | | 6.96 | | | | (2.70 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (1.83 | ) | | | (0.82 | ) | | | (0.10 | ) | | | — | | | | (0.05 | ) | |
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 | | $ | 23.93 | | | $ | 19.80 | | | $ | 38.44 | | | $ | 41.46 | | | $ | 26.73 | | | $ | 19.77 | | |
Total Return(4) | | | 20.86 | %(5) | | | (43.76 | )% | | | (5.24 | )% | | | 55.49 | % | | | 35.20 | % | | | (12.04 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 761,416 | | | $ | 668,597 | | | $ | 3,229,961 | | | $ | 3,152,320 | | | $ | 1,284,678 | | | $ | 649,580 | | |
Ratio of Expenses Before Expense Limitation | | | 1.03 | %(6) | | | 1.11 | % | | | 0.99 | % | | | 0.98 | % | | | 1.03 | % | | | 1.04 | % | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(6)(7) | | | 1.00 | %(7) | | | 0.99 | %(7) | | | 0.97 | %(7) | | | 0.99 | %(7) | | | 0.99 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.00 | %(7) | | | 0.99 | %(7) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.00 | %(6)(7)(8) | | | (0.39 | )%(7) | | | (0.70 | )%(7) | | | (0.70 | )%(7) | | | (0.15 | )%(7) | | | (0.19 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 6 | %(5) | | | 18 | % | | | 36 | % | | | 25 | % | | | 20 | % | | | 36 | % | |
(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) 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 consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 19.19 | | | $ | 37.49 | | | $ | 40.57 | | | $ | 26.23 | | | $ | 19.46 | | | $ | 22.25 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.03 | ) | | | (0.19 | ) | | | (0.41 | ) | | | (0.30 | ) | | | (0.10 | ) | | | (0.11 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 4.01 | | | | (16.28 | ) | | | (1.85 | ) | | | 14.74 | | | | 6.87 | | | | (2.63 | ) | |
Total from Investment Operations | | | 3.98 | | | | (16.47 | ) | | | (2.26 | ) | | | 14.44 | | | | 6.77 | | | | (2.74 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (1.83 | ) | | | (0.82 | ) | | | (0.10 | ) | | | — | | | | (0.05 | ) | |
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 | | $ | 23.17 | | | $ | 19.19 | | | $ | 37.49 | | | $ | 40.57 | | | $ | 26.23 | | | $ | 19.46 | | |
Total Return(4) | | | 20.74 | %(5) | | | (43.96 | )% | | | (5.50 | )% | | | 55.06 | % | | | 34.79 | % | | | (12.36 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 242,679 | | | $ | 220,442 | | | $ | 638,203 | | | $ | 683,897 | | | $ | 336,109 | | | $ | 223,098 | | |
Ratio of Expenses Before Expense Limitation | | | 1.28 | %(6) | | | 1.35 | % | | | 1.28 | % | | | 1.26 | % | | | 1.30 | % | | | 1.34 | % | |
Ratio of Expenses After Expense Limitation | | | 1.28 | %(6)(7) | | | 1.35 | %(7) | | | 1.28 | %(7) | | | 1.25 | %(7) | | | 1.29 | %(7) | | | 1.33 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.35 | %(7) | | | 1.28 | %(7) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.29 | )%(6)(7) | | | (0.78 | )%(7) | | | (0.99 | )%(7) | | | (0.96 | )%(7) | | | (0.44 | )%(7) | | | (0.51 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 6 | %(5) | | | 18 | % | | | 36 | % | | | 25 | % | | | 20 | % | | | 36 | % | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 18.04 | | | $ | 35.60 | | | $ | 38.79 | | | $ | 25.23 | | | $ | 18.82 | | | $ | 21.63 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.09 | ) | | | (0.29 | ) | | | (0.62 | ) | | | (0.44 | ) | | | (0.23 | ) | | | (0.22 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.76 | | | | (15.44 | ) | | | (1.75 | ) | | | 14.10 | | | | 6.64 | | | | (2.54 | ) | |
Total from Investment Operations | | | 3.67 | | | | (15.73 | ) | | | (2.37 | ) | | | 13.66 | | | | 6.41 | | | | (2.76 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (1.83 | ) | | | (0.82 | ) | | | (0.10 | ) | | | — | | | | (0.05 | ) | |
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 | | $ | 21.71 | | | $ | 18.04 | | | $ | 35.60 | | | $ | 38.79 | | | $ | 25.23 | | | $ | 18.82 | | |
Total Return(4) | | | 20.41 | %(5) | | | (44.24 | )% | | | (6.04 | )% | | | 54.15 | % | | | 34.06 | % | | | (12.81 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 205 | | | $ | 171 | | | $ | 448 | | | $ | 533 | | | $ | 512 | | | $ | 382 | | |
Ratio of Expenses Before Expense Limitation | | | 3.10 | %(6) | | | 2.62 | % | | | 2.15 | % | | | 2.14 | % | | | 2.19 | % | | | 2.28 | % | |
Ratio of Expenses After Expense Limitation | | | 1.85 | %(6)(7) | | | 1.85 | %(7) | | | 1.85 | %(7) | | | 1.84 | %(7) | | | 1.84 | %(7) | | | 1.84 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.85 | %(7) | | | 1.85 | %(7) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.85 | )%(6)(7) | | | (1.25 | )%(7) | | | (1.56 | )%(7) | | | (1.54 | )%(7) | | | (0.99 | )%(7) | | | (1.02 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 6 | %(5) | | | 18 | % | | | 36 | % | | | 25 | % | | | 20 | % | | | 36 | % | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(1) | | 2019(1) | | 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 17.71 | | | $ | 35.08 | | | $ | 38.29 | | | $ | 24.94 | | | $ | 18.63 | | | $ | 21.46 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.10 | ) | | | (0.34 | ) | | | (0.66 | ) | | | (0.48 | ) | | | (0.26 | ) | | | (0.27 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.68 | | | | (15.20 | ) | | | (1.73 | ) | | | 13.93 | | | | 6.57 | | | | (2.51 | ) | |
Total from Investment Operations | | | 3.58 | | | | (15.54 | ) | | | (2.39 | ) | | | 13.45 | | | | 6.31 | | | | (2.78 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (1.83 | ) | | | (0.82 | ) | | | (0.10 | ) | | | — | | | | (0.05 | ) | |
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 | | $ | 21.29 | | | $ | 17.71 | | | $ | 35.08 | | | $ | 38.29 | | | $ | 24.94 | | | $ | 18.63 | | |
Total Return(4) | | | 20.28 | %(5) | | | (44.36 | )% | | | (6.17 | )% | | | 53.94 | % | | | 33.87 | % | | | (13.00 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 29,761 | | | $ | 28,775 | | | $ | 91,503 | | | $ | 90,845 | | | $ | 53,257 | | | $ | 35,297 | | |
Ratio of Expenses Before Expense Limitation | | | 2.03 | %(6) | | | 2.07 | % | | | 1.98 | % | | | 1.98 | % | | | 2.03 | % | | | 2.06 | % | |
Ratio of Expenses After Expense Limitation | | | 2.03 | %(6)(7) | | | 2.06 | %(7) | | | 1.98 | %(7) | | | 1.97 | %(7) | | | 2.02 | %(7) | | | 2.04 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.06 | %(7) | | | 1.98 | %(7) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.03 | )%(6)(7) | | | (1.47 | )%(7) | | | (1.69 | )%(7) | | | (1.68 | )%(7) | | | (1.17 | )%(7) | | | (1.24 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 6 | %(5) | | | 18 | % | | | 36 | % | | | 25 | % | | | 20 | % | | | 36 | % | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 19.90 | | | $ | 38.58 | | | $ | 41.56 | | | $ | 26.77 | | | $ | 19.79 | | | $ | 22.54 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.01 | | | | (0.09 | ) | | | (0.25 | ) | | | (0.18 | ) | | | (0.02 | ) | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | 4.15 | | | | (16.76 | ) | | | (1.91 | ) | | | 15.07 | | | | 7.00 | | | | (2.72 | ) | |
Total from Investment Operations | | | 4.16 | | | | (16.85 | ) | | | (2.16 | ) | | | 14.89 | | | | 6.98 | | | | (2.70 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (1.83 | ) | | | (0.82 | ) | | | (0.10 | ) | | | — | | | | (0.05 | ) | |
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 | | $ | 24.06 | | | $ | 19.90 | | | $ | 38.58 | | | $ | 41.56 | | | $ | 26.77 | | | $ | 19.79 | | |
Total Return(5) | | | 20.90 | %(6) | | | (43.70 | )% | | | (5.13 | )% | | | 55.63 | % | | | 35.27 | % | | | (12.03 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 45,937 | | | $ | 133,702 | | | $ | 131,721 | | | $ | 101,008 | | | $ | 50,083 | | | $ | 14,016 | | |
Ratio of Expenses Before Expense Limitation | | | 0.95 | %(7) | | | 0.94 | % | | | 0.90 | % | | | 0.90 | % | | | 0.98 | % | | | 0.95 | % | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(7)(8) | | | 0.92 | %(8) | | | 0.88 | %(8) | | | 0.88 | %(8) | | | 0.91 | %(8) | | | 0.92 | %(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.92 | %(8) | | | 0.88 | %(8) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.06 | %(7)(8) | | | (0.35 | )%(8) | | | (0.59 | )%(8) | | | (0.59 | )%(8) | | | (0.07 | )%(8) | | | 0.09 | %(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 6 | %(6) | | | 18 | % | | | 36 | % | | | 25 | % | | | 20 | % | | | 36 | % | |
(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) Not annualized.
(7) Annualized.
(8) 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."
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 19.91 | | | $ | 38.60 | | | $ | 41.58 | | | $ | 26.78 | | | $ | 19.79 | | | $ | 25.37 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.01 | | | | (0.09 | ) | | | (0.25 | ) | | | (0.19 | ) | | | (0.02 | ) | | | (0.06 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 4.15 | | | | (16.77 | ) | | | (1.91 | ) | | | 15.09 | | | | 7.01 | | | | (5.47 | ) | |
Total from Investment Operations | | | 4.16 | | | | (16.86 | ) | | | (2.16 | ) | | | 14.90 | | | | 6.99 | | | | (5.53 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (1.83 | ) | | | (0.82 | ) | | | (0.10 | ) | | | — | | | | (0.05 | ) | |
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 | | $ | 24.07 | | | $ | 19.91 | | | $ | 38.60 | | | $ | 41.58 | | | $ | 26.78 | | | $ | 19.79 | | |
Total Return(5) | | | 20.89 | %(6) | | | (43.70 | )% | | | (5.13 | )% | | | 55.64 | % | | | 35.32 | % | | | (21.84 | )%(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 144,998 | | | $ | 119,937 | | | $ | 141,615 | | | $ | 149,281 | | | $ | 110,401 | | | $ | 81,592 | | |
Ratio of Expenses Before Expense Limitation | | | 0.94 | %(7) | | | 0.92 | % | | | 0.88 | % | | | 0.89 | % | | | 0.93 | % | | | 0.95 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(7)(8) | | | 0.92 | %(8) | | | 0.88 | %(8) | | | 0.88 | %(8) | | | 0.91 | %(8) | | | 0.93 | %(7)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.92 | %(8) | | | 0.88 | %(8) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.06 | %(7)(8) | | | (0.36 | )%(8) | | | (0.59 | )%(8) | | | (0.60 | )%(8) | | | (0.07 | )%(8) | | | (0.46 | )%(7)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 6 | %(6) | | | 18 | % | | | 36 | % | | | 25 | % | | | 20 | % | | | 36 | % | |
(1) Commencement of Offering.
(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) Not annualized.
(7) Annualized.
(8) 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."
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 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, 2023, the Subsidiary represented 0% 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/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/dealers; (3) fixed income securities may be valued by an outside pricing service/vendor approved by the Company's Board of
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
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 | | $ | — | | | $ | 96,211 | | | $ | — | | | $ | 96,211 | | |
Banks | | | 88,488 | | | | 106,210 | | | | — | | | | 194,698 | | |
Beverages | | | — | | | | 24,587 | | | | — | | | | 24,587 | | |
Biotechnology | | | — | | | | 10,843 | | | | — | | | | 10,843 | | |
Broadline Retail | | | 134,304 | | | | — | | | | — | | | | 134,304 | | |
Consumer Staples Distribution & Retail | | | — | | | | 26,366 | | | | — | | | | 26,366 | | |
Electronic Equipment, Instruments & Components | | | — | | | | 39,248 | | | | — | | | | 39,248 | | |
Entertainment | | | 65,764 | | | | — | | | | — | | | | 65,764 | | |
Financial Services | | | — | | | | 43,373 | | | | — | | | | 43,373 | | |
Food Products | | | — | | | | 1,930 | | | | — | | | | 1,930 | | |
Ground Transportation | | | 28,130 | | | | — | | | | — | | | | 28,130 | | |
Hotels, Restaurants & Leisure | | | 38,073 | | | | 90,748 | | | | — | | | | 128,821 | | |
Information Technology Services | | | 82,829 | | | | 6,557 | | | | — | | | | 89,386 | | |
Interactive Media & Services | | | — | | | | 38,738 | | | | — | | | | 38,738 | | |
Machinery | | | — | | | | 7,734 | | | | — | | | | 7,734 | | |
Semiconductors & Semiconductor Equipment | | | — | | | | 73,457 | | | | — | | | | 73,457 | | |
Textiles, Apparel & Luxury Goods | | | 22,343 | | | | 183,449 | | | | — | | | | 205,792 | | |
Total Common Stocks | | | 459,931 | | | | 749,451 | | | | — | | | | 1,209,382 | | |
Short-Term Investments | |
Investment Company | | | 33,535 | | | | — | | | | — | | | | 33,535 | | |
Repurchase Agreements | | | — | | | | 735 | | | | — | | | | 735 | | |
Total Short-Term Investments | | | 33,535 | | | | 735 | | | | — | | | | 34,270 | | |
Total Assets | | $ | 493,466 | | | $ | 750,186 | | | $ | — | | | $ | 1,243,652 | | |
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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 U.S. 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. 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, 2023:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amount Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 27,071 | (a) | | $ | — | | | $ | (27,071 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $9,481,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $18,180,000 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.
(c) The actual collateral received is greater than the amount shown here due to overcollateralization.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 borrowings.
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, 2023:
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 | | $ | 9,481 | | | $ | — | | | $ | — | | | $ | — | | | $ | 9,481 | | |
Total Borrowings | | $ | 9,481 | | | $ | — | | | $ | — | | | $ | — | | | $ | 9,481 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 9,481 | | |
6. 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.
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 | |
| 0.80 | % | | | 0.75 | % | |
For the six months ended June 30, 2023, 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 1.00% 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, 2023, approximately $134,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to approximately $3,000.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $74,231,000 and $185,293,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023,
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
advisory fees paid were reduced by approximately $22,000 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,212 | | | $ | 195,569 | | | $ | 163,246 | | | $ | 512 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 33,535 | | |
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, 2023, 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 RIC 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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | 105,905 | | | $ | — | | | $ | 90,772 | | |
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 and tax adjustments related to the Subsidiary, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 60,461 | | | $ | (60,461 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
losses of approximately $165,564,000 and $226,940,000, 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 49.8%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to cryptocurrencies 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: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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. 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 management fee and total expense ratio were higher than its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were 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.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
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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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIIOSAN
5846676 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
International Resilience
Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in International Resilience 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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Expense Example
International Resilience 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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
International Resilience Portfolio Class I | | $ | 1,000.00 | | | $ | 1,161.90 | | | $ | 1,020.58 | | | $ | 4.56 | | | $ | 4.26 | | | | 0.85 | % | |
International Resilience Portfolio Class A | | | 1,000.00 | | | | 1,160.00 | | | | 1,018.84 | | | | 6.43 | | | | 6.01 | | | | 1.20 | | |
International Resilience Portfolio Class C | | | 1,000.00 | | | | 1,156.50 | | | | 1,015.12 | | | | 10.43 | | | | 9.74 | | | | 1.95 | | |
International Resilience Portfolio Class R6 | | | 1,000.00 | | | | 1,162.90 | | | | 1,020.83 | | | | 4.29 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
International Resilience Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.9%) | |
Australia (1.6%) | |
Aristocrat Leisure Ltd. | | | 1,036 | | | $ | 27 | | |
Canada (3.7%) | |
Constellation Software, Inc. | | | 31 | | | | 64 | | |
Denmark (3.3%) | |
Carlsberg AS Series B | | | 347 | | | | 56 | | |
Finland (1.4%) | |
Kone Oyj, Class B | | | 458 | | | | 24 | | |
France (16.8%) | |
L'Oreal SA | | | 143 | | | | 67 | | |
Legrand SA | | | 538 | | | | 53 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 50 | | | | 47 | | |
Pernod Ricard SA | | | 266 | | | | 59 | | |
Sanofi | | | 226 | | | | 24 | | |
Worldline SA (a) | | | 996 | | | | 37 | | |
| | | 287 | | |
Germany (16.0%) | |
Adidas AG | | | 127 | | | | 25 | | |
Deutsche Boerse AG | | | 311 | | | | 57 | | |
Infineon Technologies AG | | | 767 | | | | 31 | | |
QIAGEN NV (a) | | | 1,284 | | | | 58 | | |
SAP SE | | | 739 | | | | 101 | | |
| | | 272 | | |
Hong Kong (1.0%) | |
AIA Group Ltd. | | | 1,800 | | | | 18 | | |
Italy (3.2%) | |
Moncler SpA | | | 779 | | | | 54 | | |
Japan (5.9%) | |
Hoya Corp. | | | 300 | | | | 36 | | |
Keyence Corp. | | | 100 | | | | 47 | | |
Shiseido Co. Ltd. | | | 400 | | | | 18 | | |
| | | 101 | | |
Netherlands (6.0%) | |
Heineken NV | | | 647 | | | | 67 | | |
Universal Music Group NV | | | 1,579 | | | | 35 | | |
| | | 102 | | |
Sweden (6.0%) | |
Atlas Copco AB, Class A | | | 2,796 | | | | 40 | | |
Epiroc AB, Class A | | | 1,549 | | | | 29 | | |
Hexagon AB, Class B | | | 2,645 | | | | 33 | | |
| | | 102 | | |
Switzerland (3.9%) | |
Alcon, Inc. | | | 471 | | | | 39 | | |
Roche Holding AG (Genusschein) | | | 89 | | | | 27 | | |
| | | 66 | | |
Taiwan (3.5%) | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | 588 | | | | 59 | | |
| | Shares | | Value (000) | |
United Kingdom (17.4%) | |
AstraZeneca PLC | | | 380 | | | $ | 54 | | |
Experian PLC | | | 1,144 | | | | 44 | | |
Halma PLC | | | 966 | | | | 28 | | |
Prudential PLC | | | 1,722 | | | | 24 | | |
Reckitt Benckiser Group PLC | | | 766 | | | | 58 | | |
RELX PLC (LSE) | | | 2,540 | | | | 85 | | |
Rightmove PLC | | | 445 | | | | 3 | | |
| | | 296 | | |
United States (9.2%) | |
Danaher Corp. | | | 176 | | | | 43 | | |
Procter & Gamble Co. | | | 231 | | | | 35 | | |
Thermo Fisher Scientific, Inc. | | | 77 | | | | 40 | | |
Visa, Inc., Class A | | | 161 | | | | 38 | | |
| | | 156 | | |
Total Investments (98.9%) (Cost $1,492) (b)(c) | | | 1,684 | | |
Other Assets in Excess of Liabilities (1.1%) | | | 18 | | |
Net Assets (100.0%) | | $ | 1,702 | | |
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, $1,405,000 and 82.5%, 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 Financial Statements.
(c) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $220,000 and the aggregate gross unrealized depreciation is approximately $28,000, resulting in net unrealized appreciation of approximately $192,000.
ADR American Depositary Receipt.
LSE London Stock Exchange.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments (cont'd)
International Resilience Portfolio
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 21.8 | % | |
Beverages | | | 10.7 | | |
Software | | | 9.8 | | |
Life Sciences Tools & Services | | | 8.3 | | |
Professional Services | | | 7.7 | | |
Textiles, Apparel & Luxury Goods | | | 7.5 | | |
Electronic Equipment, Instruments & Components | | | 6.4 | | |
Pharmaceuticals | | | 6.3 | | |
Machinery | | | 5.6 | | |
Household Products | | | 5.5 | | |
Semiconductors & Semiconductor Equipment | | | 5.4 | | |
Personal Care Products | | | 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, 2023 (unaudited)
International Resilience Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $1,492) | | $ | 1,684 | | |
Foreign Currency, at Value (Cost $18) | | | 18 | | |
Due from Adviser | | | 72 | | |
Receivable for Investments Sold | | | 26 | | |
Prepaid Offering Costs | | | 10 | | |
Tax Reclaim Receivable | | | 1 | | |
Dividends Receivable | | | 1 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 56 | | |
Total Assets | | | 1,868 | | |
Liabilities: | |
Payable for Offering Costs | | | 119 | | |
Payable for Professional Fees | | | 29 | | |
Bank Overdraft | | | 3 | | |
Payable for Investments Purchased | | | 3 | | |
Payable for Custodian Fees | | | 2 | | |
Payable for Administration Fees | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 10 | | |
Total Liabilities | | | 166 | | |
Net Assets | | $ | 1,702 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 1,495 | | |
Total Distributable Earnings | | | 207 | | |
Net Assets | | $ | 1,702 | | |
CLASS I: | |
Net Assets | | $ | 1,532 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 135,136 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 11.34 | | |
CLASS A: | |
Net Assets | | $ | 57 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,000 | | |
Net Asset Value, Redemption Price Per Share | | $ | 11.31 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.63 | | |
Maximum Offering Price Per Share | | $ | 11.94 | | |
CLASS C: | |
Net Assets | | $ | 56 | | |
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 | | $ | 11.23 | | |
CLASS R6: | |
Net Assets | | $ | 57 | | |
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 | | $ | 11.35 | | |
@ 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, 2023 (unaudited)
International Resilience Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $3 of Foreign Taxes Withheld) | | $ | 18 | | |
Non-Cash Dividends from Securities of Unaffiliated Issuers | | | 1 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 19 | | |
Expenses: | |
Offering Costs | | | 61 | | |
Professional Fees | | | 59 | | |
Advisory Fees (Note B) | | | 6 | | |
Registration Fees | | | 5 | | |
Shareholder Reporting Fees | | | 5 | | |
Custodian Fees (Note F) | | | 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 | | |
Administration Fees (Note C) | | | 1 | | |
Pricing Fees | | | 1 | | |
Directors' Fees and Expenses | | | — | @ | |
Shareholder Services Fees — Class A (Note D) | | | — | @ | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Other Expenses | | | 5 | | |
Total Expenses | | | 151 | | |
Expenses Reimbursed by Adviser (Note B) | | | (135 | ) | |
Waiver of Advisory Fees (Note B) | | | (6 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (— | @) | |
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 | | | 7 | | |
Net Investment Income | | | 12 | | |
Realized Gain: | |
Investments Sold | | | 8 | | |
Foreign Currency Translation | | | — | @ | |
Net Realized Gain | | | 8 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 217 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 225 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 237 | | |
@ 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, 2023
International Resilience Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Period from July 29, 2022^ to December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 12 | | | $ | (— | @) | |
Net Realized Gain (Loss) | | | 8 | | | | (11 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 217 | | | | (25 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 237 | | | | (36 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 1 | | | | 1,350 | | |
Class A: | |
Subscribed | | | — | | | | 50 | | |
Class C: | |
Subscribed | | | — | | | | 50 | | |
Class R6: | |
Subscribed | | | — | | | | 50 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 1 | | | | 1,500 | | |
Total Increase in Net Assets | | | 238 | | | | 1,464 | | |
Net Assets: | |
Beginning of Period | | | 1,464 | | | | — | | |
End of Period | | $ | 1,702 | | | $ | 1,464 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | — | @@ | | | 135 | | |
Class A: | |
Shares Subscribed | | | — | | | | 5 | | |
Class C: | |
Shares Subscribed | | | — | | | | 5 | | |
Class R6: | |
Shares Subscribed | | | — | | | | 5 | | |
^ Commencement of Operations.
@ 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, 2023
Financial Highlights
International Resilience Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Period from July 29, 2022(1) to December 31, 2022 | |
Net Asset Value, Beginning of Period | | $ | 9.76 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.08 | | | | 0.00 | (3) | |
Net Realized and Unrealized Gain (Loss) | | | 1.50 | | | | (0.24 | ) | |
Total from Investment Operations | | | 1.58 | | | | (0.24 | ) | |
Net Asset Value, End of Period | | $ | 11.34 | | | $ | 9.76 | | |
Total Return(4) | | | 16.19 | %(5) | | | (2.40 | )%(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,532 | | | $ | 1,317 | | |
Ratio of Expenses Before Expense Limitation | | | 18.41 | %(6) | | | 25.45 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(6)(7) | | | 0.84 | %(6)(7) | |
Ratio of Net Investment Income | | | 1.57 | %(6)(7) | | | 0.01 | %(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | %(6) | |
Portfolio Turnover Rate | | | 15 | %(5) | | | 7 | %(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 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.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
International Resilience Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Period from July 29, 2022(1) to December 31, 2022 | |
Net Asset Value, Beginning of Period | | $ | 9.75 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.07 | | | | (0.01 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 1.49 | | | | (0.24 | ) | |
Total from Investment Operations | | | 1.56 | | | | (0.25 | ) | |
Net Asset Value, End of Period | | $ | 11.31 | | | $ | 9.75 | | |
Total Return(3) | | | 16.00 | %(4) | | | (2.50 | )%(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 57 | | | $ | 49 | | |
Ratio of Expenses Before Expense Limitation | | | 22.18 | %(5) | | | 30.17 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 1.20 | %(5)(6) | | | 1.20 | %(5)(6) | |
Ratio of Net Investment Income (Loss) | | | 1.22 | %(5)(6) | | | (0.35 | )%(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 15 | %(4) | | | 7 | %(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 (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%.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
International Resilience Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Period from July 29, 2022(1) to December 31, 2022 | |
Net Asset Value, Beginning of Period | | $ | 9.71 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.03 | | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 1.49 | | | | (0.25 | ) | |
Total from Investment Operations | | | 1.52 | | | | (0.29 | ) | |
Net Asset Value, End of Period | | $ | 11.23 | | | $ | 9.71 | | |
Total Return(3) | | | 15.65 | %(4) | | | (2.90 | )%(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 56 | | | $ | 49 | | |
Ratio of Expenses Before Expense Limitation | | | 22.95 | %(5) | | | 30.92 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 1.95 | %(5)(6) | | | 1.95 | %(5)(6) | |
Ratio of Net Investment Income (Loss) | | | 0.47 | %(5)(6) | | | (1.10 | )%(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 15 | %(4) | | | 7 | %(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 (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%.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
International Resilience Portfolio
| | Class R6 | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Period from July 29, 2022(1) to December 31, 2022 | |
Net Asset Value, Beginning of Period | | $ | 9.76 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.09 | (3) | | | 0.00 | (3) | |
Net Realized and Unrealized Gain (Loss) | | | 1.50 | | | | (0.24 | ) | |
Total from Investment Operations | | | 1.59 | | | | (0.24 | ) | |
Net Asset Value, End of Period | | $ | 11.35 | | | $ | 9.76 | | |
Total Return(4) | | | 16.29 | %(5) | | | (2.40 | )%(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 57 | | | $ | 49 | | |
Ratio of Expenses Before Expense Limitation | | | 21.89 | %(6) | | | 29.95 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 0.80 | %(6)(7) | | | 0.80 | %(6)(7) | |
Ratio of Net Investment Income | | | 1.62 | %(6)(7) | | | 0.05 | %(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 15 | %(5) | | | 7 | %(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 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, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
The accompanying financial statements relate to the International Resilience Portfolio. The Fund seeks long-term capital appreciation.
The Fund commenced operations on July 29, 2022 and offers four classes of shares — Class I, Class A, Class C and Class R6.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of the close of the NYSE; and (6) investments in mutual funds, including the Morgan
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | — | | | $ | 182 | | | $ | — | | | $ | 182 | | |
Capital Markets | | | — | | | | 57 | | | | — | | | | 57 | | |
Electrical Equipment | | | — | | | | 53 | | | | — | | | | 53 | | |
Electronic Equipment, Instruments & Components | | | — | | | | 108 | | | | — | | | | 108 | | |
Entertainment | | | — | | | | 35 | | | | — | | | | 35 | | |
Financial Services | | | 38 | | | | 37 | | | | — | | | | 75 | | |
Health Care Equipment & Supplies | | | — | | | | 75 | | | | — | | | | 75 | | |
Hotels, Restaurants & Leisure | | | — | | | | 27 | | | | — | | | | 27 | | |
Household Products | | | 35 | | | | 58 | | | | — | | | | 93 | | |
Insurance | | | — | | | | 42 | | | | — | | | | 42 | | |
Interactive Media & Services | | | — | | | | 3 | | | | — | | | | 3 | | |
Life Sciences Tools & Services | | | 83 | | | | 58 | | | | — | | | | 141 | | |
Machinery | | | — | | | | 93 | | | | — | | | | 93 | | |
Personal Care Products | | | — | | | | 85 | | | | — | | | | 85 | | |
Pharmaceuticals | | | — | | | | 105 | | | | — | | | | 105 | | |
Professional Services | | | — | | | | 129 | | | | — | | | | 129 | | |
Semiconductors & Semiconductor Equipment | | | 59 | | | | 31 | | | | — | | | | 90 | | |
Software | | | 64 | | | | 101 | | | | — | | | | 165 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 126 | | | | — | | | | 126 | | |
Total Assets | | $ | 279 | | | $ | 1,405 | | | $ | — | | | $ | 1,684 | | |
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to 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.
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 U.S. 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.
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
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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.
7. Offering Cost: Offering costs are accounted for as a deferred charge until operations begin and thereafter are amortized to expense over twelve months on a straight-line basis.
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, 2023, 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 0.85% 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, 2023, approximately $6,000 of advisory fees were waived and approximately $138,000 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 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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $247,000 and $263,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 14 | | | $ | 237 | | | $ | 251 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | — | | |
@ Value 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, 2023, 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. The tax year ended December 31, 2022 remains subject to examination by taxing authorities.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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. There were no distributions paid during fiscal year 2022.
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, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 6 | | | $ | (6 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $3,000 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, the Fund did not have record owners of 10% or greater.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 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 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, 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 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIINTRESILSAN
5846648 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Multi-Asset Real Return Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 12 | | |
Notes to Consolidated Financial Statements | | | 16 | | |
Investment Advisory Agreement Approval | | | 28 | | |
Liquidity Risk Management Program | | | 30 | | |
U.S. Customer Privacy Notice | | | 31 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 986.10 | | | $ | 1,020.98 | | | $ | 3.79 | | | $ | 3.86 | | | | 0.77 | % | |
Multi-Asset Real Return Portfolio Class A | | | 1,000.00 | | | | 984.30 | | | | 1,019.24 | | | | 5.51 | | | | 5.61 | | | | 1.12 | | |
Multi-Asset Real Return Portfolio Class C | | | 1,000.00 | | | | 980.40 | | | | 1,015.62 | | | | 9.08 | | | | 9.25 | | | | 1.85 | | |
Multi-Asset Real Return Portfolio Class R6 | | | 1,000.00 | | | | 986.10 | | | | 1,021.27 | | | | 3.50 | | | | 3.56 | | | | 0.71 | | |
* 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments
Multi-Asset Real Return Portfolio
| | Shares | | Value (000) | |
Common Stocks (18.2%) | |
Australia (0.7%) | |
Capricorn Metals Ltd. (a) | | | 2,924 | | | $ | 8 | | |
Evolution Mining Ltd. | | | 14,284 | | | | 31 | | |
Gold Road Resources Ltd. | | | 8,390 | | | | 8 | | |
Newcrest Mining Ltd. | | | 5,000 | | | | 89 | | |
Northern Star Resources Ltd. | | | 8,951 | | | | 73 | | |
Perseus Mining Ltd. | | | 10,645 | | | | 12 | | |
Regis Resources Ltd. (a) | | | 5,877 | | | | 7 | | |
Silver Lake Resources Ltd. (a) | | | 7,033 | | | | 5 | | |
West African Resources Ltd. (a) | | | 7,743 | | | | 5 | | |
| | | 238 | | |
Austria (0.0%)‡ | |
OMV AG | | | 261 | | | | 11 | | |
Canada (2.7%) | |
Agnico Eagle Mines Ltd. | | | 2,621 | | | | 131 | | |
Alamos Gold, Inc., Class A | | | 3,153 | | | | 38 | | |
Aya Gold & Silver, Inc. (a) | | | 811 | | | | 5 | | |
B2Gold Corp. | | | 8,603 | | | | 31 | | |
Barrick Gold Corp. | | | 9,020 | | | | 153 | | |
Centerra Gold, Inc. | | | 1,772 | | | | 11 | | |
Dundee Precious Metals, Inc. | | | 1,524 | | | | 10 | | |
Eldorado Gold Corp. (a) | | | 1,525 | | | | 15 | | |
Endeavour Silver Corp. (a) | | | 1,515 | | | | 4 | | |
Equinox Gold Corp. (a) | | | 2,520 | | | | 11 | | |
First Majestic Silver Corp. (b) | | | 2,064 | | | | 12 | | |
Fortuna Silver Mines, Inc. (a)(b) | | | 2,432 | | | | 8 | | |
Franco-Nevada Corp. | | | 972 | | | | 139 | | |
IAMGOLD Corp. (a) | | | 4,005 | | | | 10 | | |
K92 Mining, Inc. (a) | | | 1,880 | | | | 8 | | |
Kinross Gold Corp. | | | 10,265 | | | | 49 | | |
New Gold, Inc. (a) | | | 5,596 | | | | 6 | | |
OceanaGold Corp. | | | 5,582 | | | | 11 | | |
Osisko Gold Royalties Ltd. (b) | | | 1,480 | | | | 23 | | |
Pan American Silver Corp. | | | 2,969 | | | | 43 | | |
Sandstorm Gold Ltd. (b) | | | 2,398 | | | | 12 | | |
SilverCrest Metals, Inc. (a)(b) | | | 1,176 | | | | 7 | | |
SSR Mining, Inc. | | | 1,611 | | | | 23 | | |
Torex Gold Resources, Inc. (a) | | | 692 | | | | 10 | | |
Wesdome Gold Mines Ltd. (a) | | | 1,152 | | | | 6 | | |
Wheaton Precious Metals Corp. | | | 2,231 | | | | 96 | | |
| | | 872 | | |
China (0.3%) | |
Zhaojin Mining Industry Co. Ltd. (c) | | | 20,315 | | | | 26 | | |
Zijin Mining Group Co. Ltd., H Shares (c) | | | 44,661 | | | | 66 | | |
| | | 92 | | |
Finland (0.1%) | |
Neste Oyj | | | 756 | | | | 29 | | |
France (0.8%) | |
TotalEnergies SE | | | 4,433 | | | | 255 | | |
| | Shares | | Value (000) | |
Italy (0.2%) | |
Eni SpA | | | 4,468 | | | $ | 64 | | |
Tenaris SA | | | 844 | | | | 13 | | |
| | | 77 | | |
Norway (0.2%) | |
Aker BP ASA | | | 567 | | | | 13 | | |
Equinor ASA | | | 1,708 | | | | 50 | | |
| | | 63 | | |
Peru (0.1%) | |
Cia de Minas Buenaventura SAA ADR | | | 2,027 | | | | 15 | | |
Portugal (0.0%)‡ | |
Galp Energia SGPS SA | | | 895 | | | | 10 | | |
South Africa (0.6%) | |
AngloGold Ashanti Ltd. ADR | | | 3,383 | | | | 71 | | |
DRDGOLD Ltd. ADR (b) | | | 707 | | | | 8 | | |
Gold Fields Ltd. ADR | | | 7,312 | | | | 101 | | |
Harmony Gold Mining Co. Ltd. ADR | | | 4,980 | | | | 21 | | |
| | | 201 | | |
Spain (0.1%) | |
Repsol SA (b) | | | 2,462 | | | | 36 | | |
United Kingdom (1.9%) | |
BP PLC | | | 32,395 | | | | 189 | | |
Centamin PLC | | | 9,102 | | | | 11 | | |
Endeavour Mining PLC | | | 1,984 | | | | 47 | | |
Shell PLC | | | 12,613 | | | | 376 | | |
| | | 623 | | |
United States (10.5%) | |
APA Corp. | | | 278 | | | | 9 | | |
Baker Hughes Co. | | | 883 | | | | 28 | | |
Cheniere Energy, Inc. | | | 198 | | | | 30 | | |
Chesapeake Energy Corp. | | | 104 | | | | 9 | | |
Chevron Corp. | | | 1,612 | | | | 254 | | |
Coeur Mining, Inc. (a) | | | 2,447 | | | | 7 | | |
ConocoPhillips | | | 1,083 | | | | 112 | | |
Coterra Energy, Inc. | | | 699 | | | | 18 | | |
Devon Energy Corp. | | | 535 | | | | 26 | | |
Diamondback Energy, Inc. | | | 147 | | | | 19 | | |
EOG Resources, Inc. | | | 509 | | | | 58 | | |
EQT Corp. | | | 293 | | | | 12 | | |
Exxon Mobil Corp. | | | 3,590 | | | | 385 | | |
General Dynamics Corp. | | | 1,209 | | | | 260 | | |
Halliburton Co. | | | 777 | | | | 26 | | |
Hecla Mining Co. | | | 4,985 | | | | 26 | | |
Hess Corp. | | | 243 | | | | 33 | | |
HF Sinclair Corp. | | | 131 | | | | 6 | | |
Huntington Ingalls Industries, Inc. | | | 178 | | | | 40 | | |
Kinder Morgan, Inc. | | | 1,783 | | | | 31 | | |
L3Harris Technologies, Inc. | | | 965 | | | | 189 | | |
Lockheed Martin Corp. | | | 941 | | | | 433 | | |
Marathon Oil Corp. | | | 548 | | | | 13 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Multi-Asset Real Return Portfolio
| | Shares | | Value (000) | |
United States (cont'd) | |
Marathon Petroleum Corp. | | | 404 | | | $ | 47 | | |
Newmont Corp. (TSX) | | | 4,116 | | | | 176 | | |
Northrop Grumman Corp. | | | 666 | | | | 304 | | |
Occidental Petroleum Corp. | | | 638 | | | | 37 | | |
ONEOK, Inc. | | | 394 | | | | 24 | | |
Ovintiv, Inc. | | | 215 | | | | 8 | | |
Phillips 66 | | | 410 | | | | 39 | | |
Pioneer Natural Resources Co. | | | 199 | | | | 41 | | |
Raytheon Technologies Corp. | | | 5,368 | | | | 526 | | |
Royal Gold, Inc. | | | 528 | | | | 61 | | |
Schlumberger NV | | | 1,234 | | | | 61 | | |
Targa Resources Corp. | | | 188 | | | | 14 | | |
Texas Pacific Land Corp. | | | 6 | | | | 8 | | |
Valero Energy Corp. | | | 336 | | | | 39 | | |
Williams Cos., Inc. | | | 1,071 | | | | 35 | | |
| | | 3,444 | | |
Total Common Stocks (Cost $5,934) | | | 5,966 | | |
| | Face Amount (000) | | | |
U.S. Treasury Securities (65.8%) | |
United States (65.8%) | |
U.S. Treasury Inflation-Indexed Bonds, 0.13%, 7/15/24 - 4/15/26 | | $ | 593 | | | | 567 | | |
0.25%, 1/15/25 | | | 129 | | | | 124 | | |
0.38%, 7/15/25 | | | 143 | | | | 137 | | |
0.63%, 1/15/26 | | | 120 | | | | 114 | | |
1.13%, 1/15/33 | | | 19,566 | | | | 18,758 | | |
2.00%, 1/15/26 | | | 57 | | | | 56 | | |
2.38%, 1/15/25 | | | 89 | | | | 88 | | |
U.S. Treasury Bill 5.17%, 8/24/23 (d) | | | 1,790 | | | | 1,776 | | |
Total U.S. Treasury Securities (Cost $21,740) | | | 21,620 | | |
| | Shares | |
Short-Term Investments (11.6%) | |
Investment Company (11.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $3,724) | | | 3,724,050 | | | | 3,724 | | |
Securities held as Collateral on Loaned Securities (0.3%) | |
Investment Company (0.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 84,118 | | | | 84 | | |
| | Face Amount (000) | | Value (000) | |
Repurchase Agreements (0.0%)‡ | |
Citigroup, Inc., (5.00%, dated 6/30/23, due 7/3/23; proceeds $1; fully collateralized by U.S. Government obligations; 0.00% due 7/27/23 - 8/10/23; valued at $1) | | $ | 1 | | | | 1 | | |
HSBC Securities USA, Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $3; fully collateralized by U.S. Government obligations; 0.00% due 8/15/23 - 11/15/25; valued at $3) | | | 3 | | | | 3 | | |
Merrill Lynch & Co., Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $3; fully collateralized by a U.S. Government obligation; 1.63% due 10/15/27; valued at $3) | | | 3 | | | | 3 | | |
| | | 7 | | |
Total Securities held as Collateral on Loaned Securities (Cost $91) | | | 91 | | |
Total Short-Term Investments (Cost $3,815) | | | 3,815 | | |
Total Investments (95.6%) (Cost $31,489) Including $101 of Securities Loaned (e)(f)(g) | | | 31,401 | | |
Other Assets in Excess of Liabilities (4.4%) | | | 1,459 | | |
Net Assets (100.0%) | | $ | 32,860 | | |
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.
‡ Amount is less than 0.05%.
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2023.
(c) Security trades on the Hong Kong exchange.
(d) Rate shown is the yield to maturity at June 30, 2023.
(e) Securities are available for collateral in connection with foreign currency forward exchange contracts, futures contracts and swap agreements.
(f) The approximate fair value and percentage of net assets, $1,387,000 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 Consolidated Financial Statements.
(g) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $372,000 and the aggregate gross unrealized depreciation is approximately $562,000, resulting in net unrealized depreciation of approximately $190,000.
ADR American Depositary Receipt.
TSX Toronto Stock Exchange.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023:
Counterparty | | Contracts to Deliver (000) | | In Exchange For (000) | | Delivery Date | | Unrealized Appreciation (Depreciation) (000) | |
BNP Paribas SA | | $ | 63 | | | JPY | 8,620 | | | 9/14/23 | | $ | (2 | ) | |
Citibank NA | | $ | 319 | | | CHF | 286 | | | 9/14/23 | | | 3 | | |
Citibank NA | | $ | 259 | | | EUR | 239 | | | 9/14/23 | | | 2 | | |
Goldman Sachs International | | $ | 298 | | | CHF | 268 | | | 9/14/23 | | | 3 | | |
Goldman Sachs International | | $ | 52 | | | GBP | 41 | | | 9/14/23 | | | (— | @) | |
JPMorgan Chase Bank NA | | $ | 1 | | | CAD | 1 | | | 9/14/23 | | | (— | @) | |
JPMorgan Chase Bank NA | | $ | 322 | | | EUR | 297 | | | 9/14/23 | | | 3 | | |
JPMorgan Chase Bank NA | | $ | 554 | | | GBP | 439 | | | 9/14/23 | | | 3 | | |
JPMorgan Chase Bank NA | | $ | 536 | | | JPY | 73,862 | | | 9/14/23 | | | (18 | ) | |
| | | | | | | | $ | (6 | ) | |
Futures Contracts:
The Fund had the following futures contracts open at June 30, 2023:
| | Number of Contracts | | Expiration Date | | Notional Amount (000) | | Value (000) | | Unrealized Depreciation (000) | |
Long: | |
100 OZ Gold Index (United States) | | | 16 | | | Aug-23 | | $ | 2 | | | $ | 3,087 | | | $ | (92 | ) | |
COMEX Silver Index (United States) | | | 6 | | | Sep-23 | | | 30 | | | | 691 | | | | (7 | ) | |
ICE Brent Crude Oil Index (United States) | | | 43 | | | Oct-23 | | | 43 | | | | 3,221 | | | | (7 | ) | |
NYMEX Platinum (United States) | | | 22 | | | Oct-23 | | | 1 | | | | 1,004 | | | | (17 | ) | |
SFE 10 Yr. Australian Bond (Australia) | | | 66 | | | Sep-23 | | AUD | 6,600 | | | | 5,108 | | | | (45 | ) | |
Short: | |
TSE Japanese 10 Yr. Bond index (Japan) | | | 7 | | | Sep-23 | | JPY | (700,000 | ) | | | (7,207 | ) | | | (31 | ) | |
| | | | | | | | | | $ | (199 | ) | |
Interest Rate Swap Agreements:
The Fund had the following interest rate swap agreements open at June 30, 2023:
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 (Received) (000) | | Unrealized Appreciation (Depreciation) (000) | |
Morgan Stanley & Co. LLC* | | US CPI All Urban Consumers Index | | Pay | | | (2.92 | )% | | Semi-Annual/ Quarterly | | 3/3/32 | | $ | 7,995 | | | $ | 40 | | | $ | — | | | $ | 40 | | |
Morgan Stanley & Co. LLC* | | US CPI All Urban Consumers Index | | Pay | | | (2.54 | ) | | Semi-Annual/ Quarterly | | 3/13/33 | | | 1,781 | | | | 6 | | | | — | | | | 6 | | |
Morgan Stanley & Co. LLC* | | US CPI All Urban Consumers Index | | Pay | | | (2.52 | ) | | Semi-Annual/ Quarterly | | 1/30/33 | | | 601 | | | | 2 | | | | — | | | | 2 | | |
Morgan Stanley & Co. LLC* | | Euro-stat Eurozone HICP ex Tobacco Index | | Pay | | | (2.40 | ) | | Semi-Annual/ Quarterly | | 3/15/33 | | EUR | 8,446 | | | | 154 | | | | — | | | | 154 | | |
Morgan Stanley & Co. LLC* | | US CPI All Urban Consumers Index | | Pay | | | 2.44 | | | Semi-Annual/ Quarterly | | 1/30/28 | | $ | 979 | | | | (4 | ) | | | — | | | | (4 | ) | |
Morgan Stanley & Co. LLC* | | Euro-stat Eurozone HICP ex Tobacco Index | | Pay | | | 2.46 | | | Semi-Annual/ Quarterly | | 3/15/28 | | EUR | 8,430 | | | | (80 | ) | | | — | | | | (80 | ) | |
Morgan Stanley & Co. LLC* | | US CPI All Urban Consumers Index | | Pay | | | 2.59 | | | Semi-Annual/ Quarterly | | 3/13/28 | | $ | 2,459 | | | | 4 | | | | — | | | | 4 | | |
Morgan Stanley & Co. LLC* | | US CPI All Urban Consumers Index | | Pay | | | 3.28 | | | Semi-Annual/ Quarterly | | 3/3/27 | | | 5,195 | | | | (19 | ) | | | — | | | | (19 | ) | |
| | | | | | | | | | | | | | $ | 103 | | | $ | — | | | $ | 103 | | |
* Cleared swap agreement, the broker is Morgan Stanley & Co. LLC.
@ Value 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, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Multi-Asset Real Return Portfolio
AUD — Australian Dollar
CAD — Canadian Dollar
CHF — Swiss Franc
EUR — Euro
GBP — British Pound
JPY — Japanese Yen
USD — United States Dollar
Portfolio Composition*
Classification | | Percentage of Total Investments | |
U.S. Treasury Securities | | | 69.1 | % | |
Short-Term Investments | | | 11.9 | | |
Oil, Gas & Consumable Fuels | | | 7.5 | | |
Aerospace & Defense | | | 5.6 | | |
Metals & Mining | | | 5.5 | | |
Other** | | | 0.4 | | |
Total Investments | | | 100.0 | %*** | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2023.
** Industries and/or investment types representing less than 5% of total investments.
*** Does not include open long/short futures contracts with a value of approximately $20,318,000 and total unrealized depreciation of approximately $199,000. Does not include open foreign currency forward exchange contracts with net unrealized depreciation of approximately $6,000. Also does not include open swap agreements with net unrealized appreciation of approximately $103,000.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Multi-Asset Real Return Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $27,681) | | $ | 27,593 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $3,808) | | | 3,808 | | |
Total Investments in Securities, at Value (Cost $31,489) | | | 31,401 | | |
Foreign Currency, at Value (Cost $51) | | | 53 | | |
Receivable for Variation Margin on Futures Contracts | | | 1,005 | | |
Due from Broker | | | 510 | | |
Interest Receivable | | | 104 | | |
Receivable from Affiliate | | | 21 | | |
Due from Adviser | | | 17 | | |
Unrealized Appreciation on Foreign Currency Forward Exchange Contracts | | | 14 | | |
Dividends Receivable | | | 5 | | |
Tax Reclaim Receivable | | | 4 | | |
Receivable from Securities Lending Income | | | — | @ | |
Other Assets | | | 98 | | |
Total Assets | | | 33,232 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 91 | | |
Payable for Professional Fees | | | 81 | | |
Payable for Offering Costs | | | 30 | | |
Unrealized Depreciation on Foreign Currency Forward Exchange Contracts | | | 20 | | |
Payable for Variation Margin on Swap Agreements | | | 15 | | |
Payable for Custodian Fees | | | 9 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 3 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 1 | | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 3 | | |
Payable for Administration Fees | | | 2 | | |
Deferred Capital Gain Country Tax | | | 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 | | | — | @ | |
Other Liabilities | | | 114 | | |
Total Liabilities | | | 372 | | |
Net Assets | | $ | 32,860 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 32,608 | | |
Total Distributable Earnings | | | 252 | | |
Net Assets | | $ | 32,860 | | |
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Multi-Asset Real Return Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 24,064 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,260,380 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.65 | | |
CLASS A: | |
Net Assets | | $ | 4,992 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 469,354 | | |
Net Asset Value, Redemption Price Per Share | | $ | 10.64 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.59 | | |
Maximum Offering Price Per Share | | $ | 11.23 | | |
CLASS C: | |
Net Assets | | $ | 3,791 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 360,519 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.52 | | |
CLASS R6: | |
Net Assets | | $ | 13 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,257 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.65 | | |
(1) Including: Securities on Loan, at Value: | | $ | 101 | | |
@ 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, 2023 (unaudited)
Multi-Asset Real Return Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Interest from Securities of Unaffiliated Issuers | | $ | 618 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 162 | | |
Dividends from Securities of Unaffiliated Issuers (Net of $7 of Foreign Taxes Withheld) | | | 90 | | |
Income from Securities Loaned — Net | | | 13 | | |
Total Investment Income | | | 883 | | |
Expenses: | |
Advisory Fees (Note B) | | | 120 | | |
Professional Fees | | | 81 | | |
Shareholder Services Fees — Class A (Note D) | | | 7 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 22 | | |
Custodian Fees (Note F) | | | 27 | | |
Registration Fees | | | 20 | | |
Administration Fees (Note C) | | | 16 | | |
Sub Transfer Agency Fees — Class I | | | 8 | | |
Sub Transfer Agency Fees — Class A | | | 4 | | |
Sub Transfer Agency Fees — Class C | | | 1 | | |
Pricing Fees | | | 8 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 2 | | |
Other Expenses | | | 11 | | |
Total Expenses | | | 333 | | |
Waiver of Advisory Fees (Note B) | | | (120 | ) | |
Expenses Reimbursed by Adviser (Note B) | | | (14 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (7 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (2 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (2 | ) | |
Reimbursement of Class Specific Expenses — Class R6 (Note B) | | | (1 | ) | |
Net Expenses | | | 187 | | |
Net Investment Income | | | 696 | | |
Realized Gain (Loss): | |
Investments Sold (Net of $—@ of Capital Gain Country Tax) | | | 1,004 | | |
Foreign Currency Forward Exchange Contracts | | | (21 | ) | |
Foreign Currency Translation | | | (21 | ) | |
Futures Contracts | | | (623 | ) | |
Swap Agreements | | | 44 | | |
Net Realized Gain | | | 383 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (1,018 | ) | |
Foreign Currency Forward Exchange Contracts | | | (14 | ) | |
Foreign Currency Translation | | | 2 | | |
Futures Contracts | | | (595 | ) | |
Swap Agreements | | | (21 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,646 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (1,263 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (567 | ) | |
@ 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, 2023
Multi-Asset Real Return Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 696 | | | $ | 1,619 | | |
Net Realized Gain (Loss) | | | 383 | | | | (906 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,646 | ) | | | 99 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (567 | ) | | | 812 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (1,338 | ) | |
Class A | | | — | | | | (200 | ) | |
Class C | | | — | | | | (162 | ) | |
Class R6* | | | — | | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (1,701 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 4,897 | | | | 6,573 | | |
Distributions Reinvested | | | — | | | | 1,338 | | |
Redeemed | | | (13,026 | ) | | | (5,538 | ) | |
Class A: | |
Subscribed | | | 1,548 | | | | 8,829 | | |
Distributions Reinvested | | | — | | | | 189 | | |
Redeemed | | | (2,101 | ) | | | (3,952 | ) | |
Class C: | |
Subscribed | | | 254 | | | | 4,651 | | |
Distributions Reinvested | | | — | | | | 162 | | |
Redeemed | | | (1,340 | ) | | | (727 | ) | |
Class R6:* | |
Distributions Reinvested | | | — | | | | 1 | | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (9,768 | ) | | | 11,526 | | |
Total Increase (Decrease) in Net Assets | | | (10,335 | ) | | | 10,637 | | |
Net Assets: | |
Beginning of Period | | | 43,195 | | | | 32,558 | | |
End of Period | | $ | 32,860 | | | $ | 43,195 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 444 | | | | 596 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 125 | | |
Shares Redeemed | | | (1,200 | ) | | | (520 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (756 | ) | | | 201 | | |
Class A: | |
Shares Subscribed | | | 141 | | | | 794 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 18 | | |
Shares Redeemed | | | (194 | ) | | | (365 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (53 | ) | | | 447 | | |
Class C: | |
Shares Subscribed | | | 23 | | | | 429 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 15 | | |
Shares Redeemed | | | (125 | ) | | | (68 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (102 | ) | | | 376 | | |
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, 2023
Consolidated Financial Highlights
Multi-Asset Real Return Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 18, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 10.80 | | | $ | 10.93 | | | $ | 10.38 | | | $ | 10.51 | | | $ | 9.06 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(3) | | | 0.20 | | | | 0.44 | | | | 0.21 | | | | 0.16 | | | | 0.19 | | | | 0.13 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.35 | ) | | | (0.10 | ) | | | 2.04 | | | | (0.14 | ) | | | 1.46 | | | | (0.79 | ) | |
Total from Investment Operations | | | (0.15 | ) | | | 0.34 | | | | 2.25 | | | | 0.02 | | | | 1.65 | | | | (0.66 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.43 | ) | | | (0.26 | ) | | | (0.15 | ) | | | (0.20 | ) | | | (0.22 | ) | |
Net Realized Gain | | | — | | | | (0.04 | ) | | | (1.44 | ) | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(4) | | | (0.06 | ) | |
Total Distributions | | | — | | | | (0.47 | ) | | | (1.70 | ) | | | (0.15 | ) | | | (0.20 | ) | | | (0.28 | ) | |
Net Asset Value, End of Period | | $ | 10.65 | | | $ | 10.80 | | | $ | 10.93 | | | $ | 10.38 | | | $ | 10.51 | | | $ | 9.06 | | |
Total Return(5) | | | (1.39 | )%(6) | | | 3.11 | % | | | 22.11 | % | | | 0.39 | % | | | 18.35 | % | | | (6.70 | )%(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 24,064 | | | $ | 32,578 | | | $ | 30,776 | | | $ | 17,942 | | | $ | 10,728 | | | $ | 9,033 | | |
Ratio of Expenses Before Expense Limitation | | | 1.48 | %(7) | | | 2.03 | % | | | 2.76 | % | | | 2.93 | % | | | 3.82 | % | | | 4.76 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.77 | %(7)(8) | | | 0.76 | %(8) | | | 0.79 | %(8) | | | 0.77 | %(8) | | | 0.76 | %(8) | | | 0.76 | %(7)(8) | |
Ratio of Net Investment Income | | | 3.65 | %(7)(8) | | | 4.03 | %(8) | | | 1.80 | %(8) | | | 1.68 | %(8) | | | 1.88 | %(8) | | | 2.52 | %(7)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.03 | %(7) | | | 0.03 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 332 | %(6) | | | 797 | % | | | 232 | % | | | 68 | % | | | 65 | % | | | 26 | %(6) | |
(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) Not annualized.
(7) Annualized.
(8) 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."
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund,Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Multi-Asset Real Return Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 18, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 10.81 | | | $ | 10.95 | | | $ | 10.41 | | | $ | 10.53 | | | $ | 9.06 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(3) | | | 0.18 | | | | 0.53 | | | | 0.29 | | | | 0.11 | | | | 0.15 | | | | 0.11 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.35 | ) | | | (0.23 | ) | | | 1.92 | | | | (0.12 | ) | | | 1.47 | | | | (0.79 | ) | |
Total from Investment Operations | | | (0.17 | ) | | | 0.30 | | | | 2.21 | | | | (0.01 | ) | | | 1.62 | | | | (0.68 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.40 | ) | | | (0.23 | ) | | | (0.11 | ) | | | (0.15 | ) | | | (0.20 | ) | |
Net Realized Gain | | | — | | | | (0.04 | ) | | | (1.44 | ) | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(4) | | | (0.06 | ) | |
Total Distributions | | | — | | | | (0.44 | ) | | | (1.67 | ) | | | (0.11 | ) | | | (0.15 | ) | | | (0.26 | ) | |
Net Asset Value, End of Period | | $ | 10.64 | | | $ | 10.81 | | | $ | 10.95 | | | $ | 10.41 | | | $ | 10.53 | | | $ | 9.06 | | |
Total Return(5) | | | (1.57 | )%(6) | | | 2.75 | % | | | 21.62 | % | | | 0.07 | % | | | 17.93 | % | | | (6.90 | )%(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,992 | | | $ | 5,646 | | | $ | 826 | | | $ | 43 | | | $ | 42 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 1.88 | %(7) | | | 2.37 | % | | | 4.14 | % | | | 10.61 | % | | | 7.63 | % | | | 22.79 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 1.12 | %(7)(8) | | | 1.10 | %(8) | | | 1.14 | %(8) | | | 1.14 | %(8) | | | 1.14 | %(8) | | | 1.14 | %(7)(8) | |
Ratio of Net Investment Income | | | 3.29 | %(7)(8) | | | 4.94 | %(8) | | | 2.48 | %(8) | | | 1.18 | %(8) | | | 1.46 | %(8) | | | 2.18 | %(7)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.03 | %(7) | | | 0.03 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 332 | %(6) | | | 797 | % | | | 232 | % | | | 68 | % | | | 65 | % | | | 26 | %(6) | |
(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) Not annualized.
(7) Annualized.
(8) 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."
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund,Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Multi-Asset Real Return Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 18, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 10.73 | | | $ | 10.90 | | | $ | 10.36 | | | $ | 10.50 | | | $ | 9.06 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(3) | | | 0.14 | | | | 0.45 | | | | 0.08 | | | | 0.05 | | | | 0.07 | | | | 0.07 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.35 | ) | | | (0.23 | ) | | | 2.04 | | | | (0.14 | ) | | | 1.48 | | | | (0.79 | ) | |
Total from Investment Operations | | | (0.21 | ) | | | 0.22 | | | | 2.12 | | | | (0.09 | ) | | | 1.55 | | | | (0.72 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.35 | ) | | | (0.14 | ) | | | (0.05 | ) | | | (0.11 | ) | | | (0.16 | ) | |
Net Realized Gain | | | — | | | | (0.04 | ) | | | (1.44 | ) | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(4) | | | (0.06 | ) | |
Total Distributions | | | — | | | | (0.39 | ) | | | (1.58 | ) | | | (0.05 | ) | | | (0.11 | ) | | | (0.22 | ) | |
Net Asset Value, End of Period | | $ | 10.52 | | | $ | 10.73 | | | $ | 10.90 | | | $ | 10.36 | | | $ | 10.50 | | | $ | 9.06 | | |
Total Return(5) | | | (1.96 | )%(6) | | | 2.00 | % | | | 20.80 | % | | | (0.81 | )% | | | 17.12 | % | | | (7.27 | )%(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,791 | | | $ | 4,957 | | | $ | 943 | | | $ | 218 | | | $ | 172 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 2.55 | %(7) | | | 3.09 | % | | | 4.04 | % | | | 5.10 | % | | | 8.50 | % | | | 23.55 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 1.85 | %(7)(8) | | | 1.82 | %(8) | | | 1.89 | %(8) | | | 1.89 | %(8) | | | 1.89 | %(8) | | | 1.89 | %(7)(8) | |
Ratio of Net Investment Income | | | 2.56 | %(7)(8) | | | 4.23 | %(8) | | | 0.69 | %(8) | | | 0.54 | %(8) | | | 0.68 | %(8) | | | 1.37 | %(7)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.03 | %(7) | | | 0.03 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 332 | %(6) | | | 797 | % | | | 232 | % | | | 68 | % | | | 65 | % | | | 26 | %(6) | |
(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) Not annualized.
(7) Annualized.
(8) 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."
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund,Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Multi-Asset Real Return Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 18, 2018(3) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020(2) | | 2019(2) | | December 31, 2018(2) | |
Net Asset Value, Beginning of Period | | $ | 10.80 | | | $ | 10.93 | | | $ | 10.38 | | | $ | 10.51 | | | $ | 9.06 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(4) | | | 0.20 | | | | 0.44 | | | | 0.20 | | | | 0.16 | | | | 0.19 | | | | 0.13 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.35 | ) | | | (0.09 | ) | | | 2.05 | | | | (0.13 | ) | | | 1.47 | | | | (0.79 | ) | |
Total from Investment Operations | | | (0.15 | ) | | | 0.35 | | | | 2.25 | | | | 0.03 | | | | 1.66 | | | | (0.66 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.44 | ) | | | (0.26 | ) | | | (0.16 | ) | | | (0.21 | ) | | | (0.22 | ) | |
Net Realized Gain | | | — | | | | (0.04 | ) | | | (1.44 | ) | | | — | | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(5) | | | (0.06 | ) | |
Total Distributions | | | — | | | | (0.48 | ) | | | (1.70 | ) | | | (0.16 | ) | | | (0.21 | ) | | | (0.28 | ) | |
Net Asset Value, End of Period | | $ | 10.65 | | | $ | 10.80 | | | $ | 10.93 | | | $ | 10.38 | | | $ | 10.51 | | | $ | 9.06 | | |
Total Return(6) | | | (1.39 | )%(7) | | | 3.16 | % | | | 22.16 | % | | | 0.42 | % | | | 18.37 | % | | | (6.69 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 13 | | | $ | 14 | | | $ | 13 | | | $ | 11 | | | $ | 11 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 20.82 | %(8) | | | 17.86 | % | | | 21.20 | % | | | 22.80 | % | | | 22.24 | % | | | 22.53 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.71 | %(8)(9) | | | 0.72 | %(9) | | | 0.74 | %(9) | | | 0.74 | %(9) | | | 0.74 | %(9) | | | 0.74 | %(8)(9) | |
Ratio of Net Investment Income | | | 3.71 | %(8)(9) | | | 4.03 | %(9) | | | 1.75 | %(9) | | | 1.62 | %(9) | | | 1.90 | %(9) | | | 2.53 | %(8)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.04 | %(8) | | | 0.03 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 332 | %(7) | | | 797 | % | | | 232 | % | | | 68 | % | | | 65 | % | | | 26 | %(7) | |
(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) Not annualized.
(8) Annualized.
(9) 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."
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 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 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, 2023, the Subsidiary represented approximately $2,904,000 or approximately 8.84% 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/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/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 Directors or
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
quotes from a broker/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) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (6) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.)
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
• 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, 2023:
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 | | $ | 1,752 | | | $ | — | | | $ | — | | | $ | 1,752 | | |
Energy Equipment & Services | | | 115 | | | | 13 | | | | — | | | | 128 | | |
Metals & Mining | | | 1,405 | | | | 341 | | | | — | | | | 1,746 | | |
Oil, Gas & Consumable Fuels | | | 1,307 | | | | 1,033 | | | | — | | | | 2,340 | | |
Total Common Stocks | | | 4,579 | | | | 1,387 | | | | — | | | | 5,966 | | |
U.S. Treasury Securities | | | — | | | | 21,620 | | | | — | | | | 21,620 | | |
Short-Term Investments | |
Investment Company | | | 3,808 | | | | — | | | | — | | | | 3,808 | | |
Repurchase Agreements | | | — | | | | 7 | | | | — | | | | 7 | | |
Total Short-Term Investments | | | 3,808 | | | | 7 | | | | — | | | | 3,815 | | |
Foreign Currency Forward Exchange Contracts | | | — | | | | 14 | | | | — | | | | 14 | | |
Interest Rate Swap Agreements | | | — | | | | 206 | | | | — | | | | 206 | | |
Total Assets | | | 8,387 | | | | 23,234 | | | | — | | | | 31,621 | | |
Liabilities: | |
Foreign Currency Forward Exchange Contracts | | | — | | | | (20 | ) | | | — | | | | (20 | ) | |
Futures Contracts | | | (199 | ) | | | — | | | | — | | | | (199 | ) | |
Interest Rate Swap Agreements | | | — | | | | (103 | ) | | | — | | | | (103 | ) | |
Total Liabilities | | | (199 | ) | | | (123 | ) | | | — | | | | (322 | ) | |
Total | | $ | 8,188 | | | $ | 23,111 | | | $ | — | | | $ | 31,299 | | |
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
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 U.S. 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 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. Derivative instruments used by the Fund will be counted towards the Fund's exposure in the types of securities listed herein to the extent they have economic characteristics similar to such securities. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 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/dealers to purchase or sell 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. In addition, the Fund may use cross currency hedging or proxy hedging with respect to currencies in which the Fund has or expects to have portfolio or currency exposure. Cross currency hedges involve the sale of one currency against the positive exposure to a different currency and may be used for hedging purposes or to establish an active exposure to the exchange rate between any two currencies. 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 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.
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
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 counterparty or clearing-house based on changes in the value of the contract or variation margin, respectively. 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. Commodities Futures Trading 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.
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, 2023:
| | 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 | | $ | 14 | | |
Swap Agreements | | Variation Margin on Swap Agreements | | Interest Rate Risk | | | 206 | (a) | |
Total | | | | | | $ | 220 | | |
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
| | Liability Derivatives Statement of Assets and Liabilities Location | | Consolidated Primary Risk Exposure | | Value (000) | |
Foreign Currency Forward Exchange Contracts | | Unrealized Depreciation on Foreign Currency Forward Exchange Contracts | |
Currency Risk | | $ | (20 | ) | |
Futures Contracts | | Variation Margin on Futures Contracts | | Commodity Risk | | | (168 | )(a) | |
Futures Contracts | | Variation Margin on Futures Contracts | | Interest Rate Risk | | | (31 | )(a) | |
Swap Agreements | | Variation Margin on Swap Agreements | | Interest Rate Risk | | | (103 | )(a) | |
Total | | | | | | $ | (322 | ) | |
(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, 2023 in accordance with ASC 815:
Net Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Foreign Currency Forward Exchange Contracts | | $ | (21 | ) | |
Commodity Risk | | Futures Contracts | | | (400 | ) | |
Equity Risk | | Futures Contracts | | | (214 | ) | |
Interest Rate Risk | | Futures Contracts | | | (9 | ) | |
Equity Risk | | Swap Agreements | | | (22 | ) | |
Interest Rate Risk | | Swap Agreements | | | 66 | | |
Total | | | | $ | (600 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Foreign Currency Forward Exchange Contracts | | $ | (14 | ) | |
Commodity Risk | | Futures Contracts | | | (270 | ) | |
Equity Risk | | Futures Contracts | | | (294 | ) | |
Interest Rate Risk | | Futures Contracts | | | (31 | ) | |
Equity Risk | | Swap Agreements | | | (39 | ) | |
Interest Rate Risk | | Swap Agreements | | | 18 | | |
Total | | | | $ | (630 | ) | |
At June 30, 2023, 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(a) | | Assets(b) (000) | | Liabilities(b) (000) | |
Foreign Currency Forward Exchange Contracts | | $ | 14 | | | $ | (20 | ) | |
(a) Excludes exchange-traded derivatives.
(b) 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 tables present derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2023:
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) | |
Citibank NA | | $ | 5 | | | $ | — | | | $ | — | | | $ | 5 | | |
Goldman Sachs International | | | 3 | | | | (— | @) | | | — | | | | 3 | | |
JPMorgan Chase Bank NA | | | 6 | | | | (6 | ) | | | — | | | | 0 | | |
Total | | $ | 14 | | | $ | (6 | ) | | $ | — | | | $ | 8 | | |
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 | | $ | 2 | | | $ | — | | | $ | — | | | $ | 2 | | |
Goldman Sachs International | | | — | @ | | | (— | @) | | | — | | | | 0 | | |
JPMorgan Chase Bank NA | | | 18 | | | | (6 | ) | | | — | | | | 12 | | |
Total | | $ | 20 | | | $ | (6 | ) | | $ | — | | | $ | 14 | | |
@ Value is less than $500.
For the six months ended June 30, 2023, the approximate average monthly amount outstanding for each derivative type is as follows:
Foreign Currency Forward Exchange Contracts: | |
Average monthly principal amount | | $ | 14,459,000 | | |
Futures Contracts: | |
Average monthly notional value | | $ | 29,027,000 | | |
Swap Agreements: | |
Average monthly notional amount | | $ | 40,033,000 | | |
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.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2023:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amount Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 101 | (a) | | $ | — | | | $ | (101 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $91,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $13,000 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.
(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 borrowings.
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, 2023:
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 | | $ | 91 | | | $ | — | | | $ | — | | | $ | — | | | $ | 91 | | |
Total Borrowings | | $ | 91 | | | $ | — | | | $ | — | | | $ | — | | | $ | 91 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 91 | | |
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 | | Over $1 billion | |
| 0.60 | % | | | 0.55 | % | |
For the six months ended June 30, 2023, 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 0.80% 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, 2023, approximately $120,000 of advisory fees were waived and approximately $19,000 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 C shares pursuant to
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated 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 0.75% 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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $33,673,000 and $39,509,000, respectively. For the six months ended June 30, 2023, purchases and sales of long-term U.S. Government securities were approximately $45,148,000 and $42,107,000, respectively.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 11,277 | | | $ | 99,438 | | | $ | 106,907 | | | $ | 162 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 3,808 | | |
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, 2023, 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 RIC and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated 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 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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Paid-in- Capital (000) | |
$ | 1,698 | | | $ | 3 | | | $ | 2,614 | | | $ | 1,655 | | |
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, 2022.
At December 31, 2022, 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) | |
$ | 380 | | | $ | — | | |
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $542,000 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 44.9%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate preexisting risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 its inception in June 2018. 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.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
(This page has been left blank intentionally.)
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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIMARRSAN
5853700 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Next Gen Emerging Markets Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 9 | | |
Notes to Financial Statements | | | 14 | | |
Investment Advisory Agreement Approval | | | 20 | | |
Liquidity Risk Management Program | | | 22 | | |
U.S. Customer Privacy Notice | | | 23 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 992.90 | | | $ | 1,018.60 | | | $ | 6.18 | | | $ | 6.26 | | | | 1.25 | % | |
Next Gen Emerging Markets Portfolio Class A | | | 1,000.00 | | | | 991.40 | | | | 1,016.86 | | | | 7.90 | | | | 8.00 | | | | 1.60 | | |
Next Gen Emerging Markets Portfolio Class L | | | 1,000.00 | | | | 988.30 | | | | 1,014.38 | | | | 10.35 | | | | 10.49 | | | | 2.10 | | |
Next Gen Emerging Markets Portfolio Class C | | | 1,000.00 | | | | 987.30 | | | | 1,013.14 | | | | 11.58 | | | | 11.73 | | | | 2.35 | | |
Next Gen Emerging Markets Portfolio Class R6 | | | 1,000.00 | | | | 992.90 | | | | 1,018.84 | | | | 5.93 | | | | 6.01 | | | | 1.20 | | |
* 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Next Gen Emerging Markets Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.2%) | |
Bangladesh (3.0%) | |
BRAC Bank Ltd. | | | 3,099,650 | | | $ | 1,026 | | |
Brazil (1.4%) | |
Locaweb Servicos de Internet SA | | | 267,520 | | | | 479 | | |
Indonesia (16.4%) | |
Bank Mandiri Persero Tbk PT | | | 4,598,600 | | | | 1,600 | | |
Champ Resto Indonesia Tbk PT | | | 4,819,200 | | | | 428 | | |
Cisarua Mountain Dairy Tbk PT | | | 2,476,700 | | | | 692 | | |
Industri Jamu Dan Farmasi Sido Muncul Tbk PT | | | 35,802,000 | | | | 1,742 | | |
Medikaloka Hermina Tbk PT | | | 13,449,600 | | | | 1,212 | | |
| | | 5,674 | | |
Kazakhstan (7.9%) | |
Kaspi.KZ JSC GDR (Registered) | | | 16,890 | | | | 1,347 | | |
NAC Kazatomprom JSC GDR | | | 50,944 | | | | 1,368 | | |
| | | 2,715 | | |
Kenya (3.5%) | |
Safaricom PLC | | | 9,598,047 | | | | 1,202 | | |
Pakistan (3.0%) | |
Systems Ltd. | | | 732,777 | | | | 1,032 | | |
Philippines (8.6%) | |
Bank of the Philippine Islands | | | 460,390 | | | | 909 | | |
BDO Unibank, Inc. | | | 351,870 | | | | 881 | | |
Century Pacific Food, Inc. | | | 2,545,400 | | | | 1,181 | | |
| | | 2,971 | | |
Poland (19.2%) | |
11 bit studios SA (a) | | | 14,165 | | | | 2,473 | | |
Grupa Kety SA | | | 7,794 | | | | 1,182 | | |
LiveChat Software SA | | | 61,342 | | | | 1,945 | | |
LPP SA | | | 301 | | | | 1,037 | | |
| | | 6,637 | | |
Singapore (1.9%) | |
Delfi Ltd. | | | 687,500 | | | | 656 | | |
South Africa (2.4%) | |
Anglo American PLC | | | 29,527 | | | | 842 | | |
United Kingdom (2.6%) | |
Airtel Africa PLC | | | 660,990 | | | | 905 | | |
United States (9.2%) | |
EPAM Systems, Inc. (a) | | | 4,272 | | | | 960 | | |
Grid Dynamics Holdings, Inc. (a) | | | 96,171 | | | | 890 | | |
MercadoLibre, Inc. (a) | | | 1,111 | | | | 1,316 | | |
| | | 3,166 | | |
Vietnam (19.1%) | |
Bank for Foreign Trade of Vietnam JSC (a) | | | 163,300 | | | | 694 | | |
FPT Corp. | | | 690,461 | | | | 2,699 | | |
Mobile World Investment Corp. | | | 668,588 | | | | 1,281 | | |
Phu Nhuan Jewelry JSC | | | 227,600 | | | | 725 | | |
Vietnam Dairy Products JSC | | | 389,792 | | | | 1,175 | | |
| | | 6,574 | | |
Total Common Stocks (Cost $30,746) | | | 33,879 | | |
| | Shares | | Value (000) | |
Short-Term Investment (2.5%) | |
Investment Company (2.5%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $852) | | | 852,085 | | | $ | 852 | | |
Total Investments (100.7%) (Cost $31,598) (b)(c) | | | 34,731 | | |
Liabilities in Excess of Other Assets (–0.7%) | | | (244 | ) | |
Net Assets (100.0%) | | $ | 34,487 | | |
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, $30,234,000 and 87.7%, 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 Financial Statements.
(c) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $5,710,000 and the aggregate gross unrealized depreciation is approximately $2,577,000, resulting in net unrealized appreciation of approximately $3,133,000.
GDR Global Depositary Receipt.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 22.5 | % | |
Information Technology Services | | | 17.4 | | |
Banks | | | 14.7 | | |
Food Products | | | 10.7 | | |
Entertainment | | | 7.1 | | |
Wireless Telecommunication Services | | | 6.1 | | |
Metals & Mining | | | 5.8 | | |
Software | | | 5.6 | | |
Textiles, Apparel & Luxury Goods | | | 5.1 | | |
Personal Care Products | | | 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, 2023 (unaudited)
Next Gen Emerging Markets Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $30,746) | | $ | 33,879 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $852) | | | 852 | | |
Total Investments in Securities, at Value (Cost $31,598) | | | 34,731 | | |
Foreign Currency, at Value (Cost $77) | | | 64 | | |
Cash | | | 21 | | |
Dividends Receivable | | | 60 | | |
Tax Reclaim Receivable | | | 15 | | |
Receivable for Investments Sold | | | 9 | | |
Receivable for Fund Shares Sold | �� | | 8 | | |
Receivable from Affiliate | | | 6 | | |
Other Assets | | | 71 | | |
Total Assets | | | 34,985 | | |
Liabilities: | |
Deferred Capital Gain Country Tax | | | 348 | | |
Payable for Professional Fees | | | 60 | | |
Payable for Advisory Fees | | | 30 | | |
Payable for Custodian Fees | | | 14 | | |
Payable for Fund Shares Redeemed | | | 12 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 5 | | |
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 Administration Fees | | | 2 | | |
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 | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 23 | | |
Total Liabilities | | | 498 | | |
Net Assets | | $ | 34,487 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 151,451 | | |
Total Accumulated Loss | | | (116,964 | ) | |
Net Assets | | $ | 34,487 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Next Gen Emerging Markets Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 29,344 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,106,879 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.93 | | |
CLASS A: | |
Net Assets | | $ | 4,486 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 325,378 | | |
Net Asset Value, Redemption Price Per Share | | $ | 13.79 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.76 | | |
Maximum Offering Price Per Share | | $ | 14.55 | | |
CLASS L: | |
Net Assets | | $ | 226 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 16,736 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.52 | | |
CLASS C: | |
Net Assets | | $ | 395 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 29,970 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.19 | | |
CLASS R6: | |
Net Assets | | $ | 36 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,566 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.99 | | |
@ 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, 2023 (unaudited)
Next Gen Emerging Markets Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $55 of Foreign Taxes Withheld) | | $ | 403 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 27 | | |
Total Investment Income | | | 430 | | |
Expenses: | |
Advisory Fees (Note B) | | | 246 | | |
Professional Fees | | | 77 | | |
Custodian Fees (Note F) | | | 35 | | |
Registration Fees | | | 28 | | |
Sub Transfer Agency Fees — Class I | | | 14 | | |
Sub Transfer Agency Fees — Class A | | | 4 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Administration Fees (Note C) | | | 16 | | |
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 | | |
Shareholder Services Fees — Class A (Note D) | | | 7 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 1 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 2 | | |
Shareholder Reporting Fees | | | 9 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 8 | | |
Total Expenses | | | 461 | | |
Waiver of Advisory Fees (Note B) | | | (176 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (10 | ) | |
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) | | | (2 | ) | |
Reimbursement of Class Specific Expenses — Class R6 (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (1 | ) | |
Net Expenses | | | 268 | | |
Net Investment Income | | | 162 | | |
Realized Loss: | |
Investments Sold | | | (2,964 | ) | |
Foreign Currency Translation | | | (57 | ) | |
Net Realized Loss | | | (3,021 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $348) | | | 2,585 | | |
Foreign Currency Translation | | | 19 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 2,604 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (417 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (255 | ) | |
@ 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, 2023
Next Gen Emerging Markets Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 162 | | | $ | 425 | | |
Net Realized Loss | | | (3,021 | ) | | | (34,471 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 2,604 | | | | (23,980 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (255 | ) | | | (58,026 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 1,549 | | | | 9,954 | | |
Redeemed | | | (8,415 | ) | | | (57,215 | ) | |
Class A: | |
Subscribed | | | 447 | | | | 1,523 | | |
Redeemed | | | (1,630 | ) | | | (1,590 | ) | |
Class L: | |
Exchanged | | | — | | | | 33 | | |
Redeemed | | | (— | @) | | | (66 | ) | |
Class C: | |
Subscribed | | | — | | | | 25 | | |
Redeemed | | | (84 | ) | | | (91 | ) | |
Class R6:* | |
Subscribed | | | 25 | | | | 1,006 | | |
Redeemed | | | (28 | ) | | | (28,304 | ) | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (8,136 | ) | | | (74,725 | ) | |
Redemption Fees | | | — | @ | | | 7 | | |
Total Decrease in Net Assets | | | (8,391 | ) | | | (132,744 | ) | |
Net Assets: | |
Beginning of Period | | | 42,878 | | | | 175,622 | | |
End of Period | | $ | 34,487 | | | $ | 42,878 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 110 | | | | 547 | | |
Shares Redeemed | | | (598 | ) | | | (3,509 | ) | |
Net Decrease in Class I Shares Outstanding | | | (488 | ) | | | (2,962 | ) | |
Class A: | |
Shares Subscribed | | | 32 | | | | 100 | | |
Shares Redeemed | | | (118 | ) | | | (98 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (86 | ) | | | 2 | | |
Class L: | |
Shares Exchanged | | | — | | | | 3 | | |
Shares Redeemed | | | (— | @@) | | | (4 | ) | |
Net Decrease in Class L Shares Outstanding | | | (— | @@) | | | (1 | ) | |
Class C: | |
Shares Subscribed | | | — | | | | 1 | | |
Shares Redeemed | | | (6 | ) | | | (6 | ) | |
Net Decrease in Class C Shares Outstanding | | | (6 | ) | | | (5 | ) | |
Class R6:* | |
Shares Subscribed | | | 2 | | | | 53 | | |
Shares Redeemed | | | (2 | ) | | | (1,840 | ) | |
Net Decrease in Class R6 Shares Outstanding | | | (— | @@) | | | (1,787 | ) | |
* 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, 2023
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 14.03 | | | $ | 22.48 | | | $ | 19.49 | | | $ | 17.10 | | | $ | 15.63 | | | $ | 21.02 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.06 | | | | 0.13 | | | | (0.02 | ) | | | 0.04 | | | | 0.39 | | | | 0.33 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.16 | ) | | | (8.58 | ) | | | 3.01 | | | | 2.36 | | | | 1.58 | | | | (5.07 | ) | |
Total from Investment Operations | | | (0.10 | ) | | | (8.45 | ) | | | 2.99 | | | | 2.40 | | | | 1.97 | | | | (4.74 | ) | |
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 | | $ | 13.93 | | | $ | 14.03 | | | $ | 22.48 | | | $ | 19.49 | | | $ | 17.10 | | | $ | 15.63 | | |
Total Return(3) | | | (0.71 | )%(4) | | | (37.59 | )% | | | 15.34 | % | | | 14.02 | % | | | 12.53 | % | | | (22.60 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 29,344 | | | $ | 36,405 | | | $ | 124,931 | | | $ | 55,533 | | | $ | 125,780 | | | $ | 229,688 | | |
Ratio of Expenses Before Expense Limitation | | | 2.16 | %(5) | | | 2.30 | % | | | 2.21 | % | | | 2.13 | % | | | 1.92 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.25 | %(5)(6) | | | 1.24 | %(6) | | | 1.51 | %(6) | | | 1.90 | %(6)(7) | | | 1.90 | %(6)(7) | | | 1.77 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.51 | %(6) | | | 1.85 | %(6) | | | 1.85 | %(6) | | | 1.76 | %(6) | |
Ratio of Net Investment Income (Loss) | | | 0.85 | %(5)(6) | | | 0.77 | %(6) | | | (0.11 | )%(6) | | | 0.24 | %(6) | | | 2.33 | %(6) | | | 1.68 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.01 | % | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 23 | %(4) | | | 78 | % | | | 56 | % | | | 56 | % | | | 68 | % | | | 61 | % | |
(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) Not annualized.
(5) Annualized.
(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) 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 Financial Statements.
(8) 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, 2023
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 13.91 | | | $ | 22.37 | | | $ | 19.47 | | | $ | 17.15 | | | $ | 15.61 | | | $ | 20.86 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.04 | | | | 0.10 | | | | (0.08 | ) | | | 0.01 | | | | 0.42 | | | | 0.34 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.16 | ) | | | (8.56 | ) | | | 2.98 | | | | 2.32 | | | | 1.48 | | | | (5.10 | ) | |
Total from Investment Operations | | | (0.12 | ) | | | (8.46 | ) | | | 2.90 | | | | 2.33 | | | | 1.90 | | | | (4.76 | ) | |
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 | | $ | 13.79 | | | $ | 13.91 | | | $ | 22.37 | | | $ | 19.47 | | | $ | 17.15 | | | $ | 15.61 | | |
Total Return(3) | | | (0.86 | )%(4) | | | (37.82 | )% | | | 14.89 | % | | | 13.57 | % | | | 12.13 | % | | | (22.80 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,486 | | | $ | 5,719 | | | $ | 9,154 | | | $ | 8,436 | | | $ | 12,044 | | | $ | 34,654 | | |
Ratio of Expenses Before Expense Limitation | | | 2.54 | %(5) | | | 2.66 | % | | | 2.70 | % | | | 2.44 | % | | | 2.23 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.60 | %(5)(6) | | | 1.59 | %(6) | | | 1.96 | %(6) | | | 2.26 | %(6)(7) | | | 2.25 | %(6)(7) | | | 2.07 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.96 | %(6) | | | 2.20 | %(6) | | | 2.20 | %(6) | | | 2.06 | %(6) | |
Ratio of Net Investment Income (Loss) | | | 0.50 | %(5)(6) | | | 0.68 | %(6) | | | (0.38 | )%(6) | | | 0.07 | %(6) | | | 2.48 | %(6) | | | 1.71 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.01 | % | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 23 | %(4) | | | 78 | % | | | 56 | % | | | 56 | % | | | 68 | % | | | 61 | % | |
(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) Not annualized.
(5) Annualized.
(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) 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 Financial Statements.
(8) 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, 2023
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 13.68 | | | $ | 22.11 | | | $ | 19.34 | | | $ | 17.11 | | | $ | 15.59 | | | $ | 20.65 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | (0.00 | )(2) | | | 0.01 | | | | (0.19 | ) | | | (0.06 | ) | | | 0.25 | | | | 0.17 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.16 | ) | | | (8.44 | ) | | | 2.96 | | | | 2.30 | | | | 1.56 | | | | (4.98 | ) | |
Total from Investment Operations | | | (0.16 | ) | | | (8.43 | ) | | | 2.77 | | | | 2.24 | | | | 1.81 | | | | (4.81 | ) | |
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 | | $ | 13.52 | | | $ | 13.68 | | | $ | 22.11 | | | $ | 19.34 | | | $ | 17.11 | | | $ | 15.59 | | |
Total Return(3) | | | (1.17 | )%(4) | | | (38.13 | )% | | | 14.32 | % | | | 13.01 | % | | | 11.58 | % | | | (23.19 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 226 | | | $ | 229 | | | $ | 396 | | | $ | 378 | | | $ | 570 | | | $ | 1,241 | | |
Ratio of Expenses Before Expense Limitation | | | 3.97 | %(5) | | | 4.02 | % | | | 3.67 | % | | | 3.44 | % | | | 2.90 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(5)(6) | | | 2.09 | %(6) | | | 2.46 | %(6) | | | 2.76 | %(6)(7) | | | 2.75 | %(6)(7) | | | 2.57 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 2.46 | %(6) | | | 2.70 | %(6) | | | 2.70 | %(6) | | | 2.56 | %(6) | |
Ratio of Net Investment Income (Loss) | | | (0.00 | )%(5)(6)(8) | | | 0.06 | %(6) | | | (0.86 | )%(6) | | | (0.39 | )%(6) | | | 1.47 | %(6) | | | 0.88 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.01 | % | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 23 | %(4) | | | 78 | % | | | 56 | % | | | 56 | % | | | 68 | % | | | 61 | % | |
(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) Not annualized.
(5) Annualized.
(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) 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 Financial Statements.
(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, 2023
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 13.36 | | | $ | 21.65 | | | $ | 18.99 | | | $ | 16.85 | | | $ | 15.38 | | | $ | 20.41 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | (0.01 | ) | | | (0.02 | ) | | | (0.24 | ) | | | (0.10 | ) | | | 0.20 | | | | 0.11 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.16 | ) | | | (8.27 | ) | | | 2.90 | | | | 2.25 | | | | 1.56 | | | | (4.90 | ) | |
Total from Investment Operations | | | (0.17 | ) | | | (8.29 | ) | | | 2.66 | | | | 2.15 | | | | 1.76 | | | | (4.79 | ) | |
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 | | $ | 13.19 | | | $ | 13.36 | | | $ | 21.65 | | | $ | 18.99 | | | $ | 16.85 | | | $ | 15.38 | | |
Total Return(3) | | | (1.27 | )%(4) | | | (38.29 | )% | | | 14.01 | % | | | 12.74 | % | | | 11.34 | % | | | (23.42 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 395 | | | $ | 485 | | | $ | 897 | | | $ | 843 | | | $ | 877 | | | $ | 1,657 | | |
Ratio of Expenses Before Expense Limitation | | | 3.84 | %(5) | | | 3.75 | % | | | 3.67 | % | | | 3.42 | % | | | 3.07 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 2.35 | %(5)(6) | | | 2.34 | %(6) | | | 2.71 | %(6) | | | 3.00 | %(6)(7) | | | 2.99 | %(6)(7) | | | 2.83 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 2.71 | %(6) | | | 2.95 | %(6) | | | 2.95 | %(6) | | | 2.82 | %(6) | |
Ratio of Net Investment Income (Loss) | | | (0.20 | )%(5)(6) | | | (0.14 | )%(6) | | | (1.13 | )%(6) | | | (0.66 | )%(6) | | | 1.17 | %(6) | | | 0.56 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.01 | % | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 23 | %(4) | | | 78 | % | | | 56 | % | | | 56 | % | | | 68 | % | | | 61 | % | |
(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) Not annualized.
(5) Annualized.
(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) 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 Financial Statements.
(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, 2023
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 14.09 | | | $ | 22.48 | | | $ | 19.49 | | | $ | 17.09 | | | $ | 15.63 | | | $ | 21.02 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.06 | | | | (0.13 | ) | | | (0.07 | ) | | | 0.09 | | | | 0.33 | | | | 0.58 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.16 | ) | | | (8.26 | ) | | | 3.06 | | | | 2.32 | | | | 1.64 | | | | (5.33 | ) | |
Total from Investment Operations | | | (0.10 | ) | | | (8.39 | ) | | | 2.99 | | | | 2.41 | | | | 1.97 | | | | (4.75 | ) | |
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 | | $ | 13.99 | | | $ | 14.09 | | | $ | 22.48 | | | $ | 19.49 | | | $ | 17.09 | | | $ | 15.63 | | |
Total Return(4) | | | (0.71 | )%(5) | | | (37.32 | )% | | | 15.34 | % | | | 14.02 | % | | | 12.60 | % | | | (22.61 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 36 | | | $ | 40 | | | $ | 40,244 | | | $ | 318 | | | $ | 1,580 | | | $ | 4,633 | | |
Ratio of Expenses Before Expense Limitation | | | 6.63 | %(6) | | | 2.24 | % | | | 1.80 | % | | | 2.20 | % | | | 1.91 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 1.20 | %(6)(7) | | | 1.19 | %(7) | | | 1.24 | %(7) | | | 1.86 | %(7)(8) | | | 1.85 | %(7)(8) | | | 1.74 | %(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.24 | %(7) | | | 1.80 | %(7) | | | 1.80 | %(7) | | | 1.73 | %(7) | |
Ratio of Net Investment Income (Loss) | | | 0.90 | %(6)(7) | | | (0.65 | )%(7) | | | (0.29 | )%(7) | | | 0.55 | %(7) | | | 1.95 | %(7) | | | 2.85 | %(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(9) | | | 0.01 | % | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(9) | |
Portfolio Turnover Rate | | | 23 | %(5) | | | 78 | % | | | 56 | % | | | 56 | % | | | 68 | % | | | 61 | % | |
(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) 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) 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 Financial Statements.
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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.
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/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/dealers; (3) fixed income 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. If the Adviser, a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | — | | | $ | 5,110 | | | $ | — | | | $ | 5,110 | | |
Broadline Retail | | | 1,316 | | | | — | | | | — | | | | 1,316 | | |
Consumer Finance | | | — | | | | 1,347 | | | | — | | | | 1,347 | | |
Entertainment | | | — | | | | 2,473 | | | | — | | | | 2,473 | | |
Food Products | | | — | | | | 3,704 | | | | — | | | | 3,704 | | |
Health Care Providers & Services | | | — | | | | 1,212 | | | | — | | | | 1,212 | | |
Hotels, Restaurants & Leisure | | | — | | | | 428 | | | | — | | | | 428 | | |
Information Technology Services | | | 1,850 | | | | 4,210 | | | | — | | | | 6,060 | | |
Metals & Mining | | | — | | | | 2,024 | | | | — | | | | 2,024 | | |
Oil, Gas & Consumable Fuels | | | — | | | | 1,368 | | | | — | | | | 1,368 | | |
Personal Care Products | | | — | | | | 1,742 | | | | — | | | | 1,742 | | |
Software | | | — | | | | 1,945 | | | | — | | | | 1,945 | | |
Specialty Retail | | | — | | | | 1,281 | | | | — | | | | 1,281 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 1,762 | | | | — | | | | 1,762 | | |
Wireless Telecommunication Services | | | — | | | | 2,107 | | | | — | | | | 2,107 | | |
Total Common Stocks | | | 3,166 | | | | 30,713 | | | | — | | | | 33,879 | | |
Short-Term Investment | |
Investment Company | | | 852 | | | | — | | | | — | | | | 852 | | |
Total Assets | | $ | 4,018 | | | $ | 30,713 | | | $ | — | | | $ | 34,731 | | |
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to 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.
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.
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 U.S. 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.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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 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 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, 2023, approximately $176,000 of
advisory fees were waived and approximately $16,000 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
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in Transfer Agency Fees in the Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $8,922,000 and $15,571,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,860 | | | $ | 11,359 | | | $ | 12,367 | | | $ | 27 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 852 | | |
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, 2023, 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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022 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 2022 and 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, due to a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 13 | | | $ | (13 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $112,380,000 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 40.9%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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. 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 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 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.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
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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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFINGEMSAN
5846619 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Passport Overseas Equity Portfolio
(formerly Active International Allocation Portfolio)
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 29 | | |
Liquidity Risk Management Program | | | 31 | | |
U.S. Customer Privacy Notice | | | 32 | | |
Directors and Officers 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) 869-6397. 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, 2023 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Passport Overseas Equity Portfolio (the "Fund") (formerly MSIF Active International Allocation Portfolio) 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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Expense Example
Passport Overseas 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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Passport Overseas Equity Portfolio Class I | | $ | 1,000.00 | | | $ | 1,111.60 | | | $ | 1,020.38 | | | $ | 4.66 | | | $ | 4.46 | | | | 0.89 | % | |
Passport Overseas Equity Portfolio Class A | | | 1,000.00 | | | | 1,109.70 | | | | 1,018.94 | | | | 6.17 | | | | 5.91 | | | | 1.18 | | |
Passport Overseas Equity Portfolio Class L | | | 1,000.00 | | | | 1,107.20 | | | | 1,016.22 | | | | 9.04 | | | | 8.65 | | | | 1.73 | | |
Passport Overseas Equity Portfolio Class C | | | 1,000.00 | | | | 1,105.80 | | | | 1,014.93 | | | | 10.39 | | | | 9.94 | | | | 1.99 | | |
Passport Overseas Equity Portfolio Class R6 | | | 1,000.00 | | | | 1,111.40 | | | | 1,020.63 | | | | 4.40 | | | | 4.21 | | | | 0.84 | | |
Passport Overseas Equity Portfolio Class IR | | | 1,000.00 | | | | 1,111.50 | | | | 1,020.63 | | | | 4.40 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Passport Overseas Equity Portfolio
| | Shares | | Value (000) | |
Common Stocks (96.1%) | |
Brazil (1.9%) | |
Itau Unibanco Holding SA (Preference) ADR | | | 372,299 | | | $ | 2,197 | | |
Vale SA | | | 89,697 | | | | 1,203 | | |
| | | 3,400 | | |
Canada (5.2%) | |
Agnico Eagle Mines Ltd. | | | 36,511 | | | | 1,823 | | |
Canadian National Railway Co. | | | 27,062 | | | | 3,276 | | |
First Quantum Minerals Ltd. | | | 104,032 | | | | 2,461 | | |
Teck Resources Ltd., Class B | | | 47,789 | | | | 2,012 | | |
| | | 9,572 | | |
China (6.4%) | |
Alibaba Group Holding Ltd. ADR (a) | | | 79,831 | | | | 6,654 | | |
China Resources Beer Holdings Co., Ltd. (b) | | | 130,000 | | | | 859 | | |
Tencent Holdings Ltd. (b) | | | 49,800 | | | | 2,112 | | |
Tencent Holdings Ltd. ADR | | | 50,084 | | | | 2,128 | | |
| | | 11,753 | | |
Denmark (1.5%) | |
Novo Nordisk AS Series B | | | 17,007 | | | | 2,747 | | |
France (9.4%) | |
Air Liquide SA | | | 7,756 | | | | 1,391 | | |
Airbus SE | | | 24,825 | | | | 3,589 | | |
Hermes International | | | 340 | | | | 739 | | |
Kering SA | | | 1,565 | | | | 864 | | |
L'Oreal SA | | | 3,130 | | | | 1,460 | | |
Legrand SA | | | 5,410 | | | | 537 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 1,793 | | | | 1,690 | | |
Pernod Ricard SA | | | 5,534 | | | | 1,223 | | |
Sanofi | | | 20,836 | | | | 2,243 | | |
Technip Energies NV | | | 86,029 | | | | 1,982 | | |
TotalEnergies SE | | | 25,517 | | | | 1,465 | | |
| | | 17,183 | | |
Germany (11.4%) | |
Bayer AG (Registered) | | | 133,417 | | | | 7,385 | | |
CTS Eventim AG & Co. KGaA | | | 17,063 | | | | 1,079 | | |
Infineon Technologies AG | | | 42,430 | | | | 1,747 | | |
Jungheinrich AG (Preference) | | | 27,185 | | | | 997 | | |
KION Group AG | | | 37,120 | | | | 1,496 | | |
Linde PLC | | | 11,745 | | | | 4,480 | | |
Rheinmetall AG | | | 4,386 | | | | 1,202 | | |
Siemens Healthineers AG | | | 43,179 | | | | 2,447 | | |
| | | 20,833 | | |
India (4.6%) | |
Apollo Hospitals Enterprise Ltd. | | | 18,656 | | | | 1,161 | | |
HDFC Bank Ltd. ADR | | | 39,203 | | | | 2,733 | | |
ICICI Bank Ltd. | | | 107,392 | | | | 1,230 | | |
ICICI Prudential Life Insurance Co., Ltd. (a) | | | 118,294 | | | | 827 | | |
Reliance Industries Ltd. | | | 41,078 | | | | 1,280 | | |
State Bank of India | | | 158,745 | | | | 1,112 | | |
| | | 8,343 | | |
| | Shares | | Value (000) | |
Ireland (1.6%) | |
Ryanair Holdings PLC ADR (a) | | | 27,334 | | | $ | 3,023 | | |
Japan (9.6%) | |
FANUC Corp. | | | 21,750 | | | | 764 | | |
Hoya Corp. | | | 6,200 | | | | 742 | | |
Keyence Corp. | | | 5,600 | | | | 2,661 | | |
Nikon Corp. | | | 375,600 | | | | 4,876 | | |
Shimano, Inc. | | | 3,650 | | | | 611 | | |
Shiseido Co. Ltd. | | | 7,600 | | | | 344 | | |
SMC Corp. | | | 1,805 | | | | 1,003 | | |
Sony Group Corp. | | | 30,493 | | | | 2,753 | | |
Sony Group Corp. ADR | | | 22,101 | | | | 1,990 | | |
Tokyo Electron Ltd. | | | 10,200 | | | | 1,469 | | |
Unicharm Corp. | | | 11,100 | | | | 413 | | |
| | | 17,626 | | |
Korea, Republic of (3.4%) | |
Samsung Electronics Co., Ltd. | | | 114,545 | | | | 6,307 | | |
Netherlands (3.5%) | |
Akzo Nobel NV | | | 11,091 | | | | 907 | | |
ASML Holding NV | | | 4,026 | | | | 2,920 | | |
Universal Music Group NV | | | 70,366 | | | | 1,563 | | |
Wolters Kluwer NV | | | 8,625 | | | | 1,095 | | |
| | | 6,485 | | |
Norway (0.6%) | |
Adevinta ASA (a) | | | 156,228 | | | | 1,027 | | |
Singapore (2.2%) | |
Sea Ltd. ADR (a) | | | 70,911 | | | | 4,116 | | |
South Africa (1.7%) | |
Impala Platinum Holdings Ltd. | | | 131,524 | | | | 876 | | |
Sibanye Stillwater Ltd. | | | 191,769 | | | | 296 | | |
Sibanye Stillwater Ltd. ADR (c) | | | 153,300 | | | | 956 | | |
Thungela Resources Ltd. (c) | | | 118,106 | | | | 913 | | |
| | | 3,041 | | |
Spain (0.8%) | |
Amadeus IT Group SA (a) | | | 18,896 | | | | 1,439 | | |
Sweden (0.2%) | |
Atlas Copco AB, Class A | | | 24,260 | | | | 350 | | |
Switzerland (2.1%) | |
Nestle SA (Registered) | | | 31,663 | | | | 3,809 | | |
Taiwan (3.2%) | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 201,000 | | | | 3,713 | | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | | 22,069 | | | | 2,227 | | |
| | | 5,940 | | |
United Kingdom (16.2%) | |
Anglo American PLC | | | 29,940 | | | | 852 | | |
AstraZeneca PLC | | | 35,149 | | | | 5,039 | | |
Diageo PLC | | | 63,527 | | | | 2,731 | | |
Experian PLC | | | 61,841 | | | | 2,374 | | |
Glencore PLC | | | 1,167,847 | | | | 6,622 | | |
Shell PLC | | | 174,951 | | | | 5,219 | | |
Unilever PLC | | | 38,099 | | | | 1,986 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments (cont'd)
Passport Overseas Equity Portfolio
| | Shares | | Value (000) | |
United Kingdom (cont'd) | |
Unilever PLC ADR | | | 33,864 | | | $ | 1,765 | | |
Unilever PLC CVA | | | 59,997 | | | | 3,124 | | |
| | | 29,712 | | |
United States (10.6%) | |
Despegar.com Corp. (a)(c) | | | 633,138 | | | | 4,464 | | |
Estee Lauder Cos., Inc., Class A | | | 3,834 | | | | 753 | | |
Farfetch Ltd., Class A (a)(c) | | | 222,194 | | | | 1,342 | | |
Medtronic PLC | | | 22,860 | | | | 2,014 | | |
MercadoLibre, Inc. (a) | | | 2,084 | | | | 2,469 | | |
Newmont Corp. (NYSE) | | | 23,513 | | | | 1,002 | | |
Newmont Corp. (TSX) | | | 67,941 | | | | 2,898 | | |
Schlumberger NV | | | 45,349 | | | | 2,228 | | |
Vertex Pharmaceuticals, Inc. (a) | | | 6,361 | | | | 2,238 | | |
| | | 19,408 | | |
Total Common Stocks (Cost $142,398) | | | 176,114 | | |
Preferred Stock (0.7%) | |
United States (0.7%) | |
Neurogenesis, Ltd., Series A (a)(d)(e) (acquisition cost — $1,250; acquired 12/16/21) | | | 32,692 | | | | 1,250 | | |
Investment Company (0.3%) | |
United States (0.3%) | |
Morgan Stanley China A Share Fund, Inc. (See Note G) (Cost $1,067) | | | 46,002 | | | | 585 | | |
Short-Term Investments (2.8%) | |
Investment Company (2.5%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $4,637) | | | 4,637,220 | | | | 4,637 | | |
Securities held as Collateral on Loaned Securities (0.3%) | |
Investment Company (0.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 410,341 | | | | 410 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.0%)‡ | |
Citigroup, Inc., (5.00%, dated 6/30/23, due 7/3/23; proceeds $7; fully collateralized by U.S. Government obligations; 0.00% due 7/27/23 — 8/10/23; valued at $7) | | $ | 7 | | | | 7 | | |
HSBC Securities USA, Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $16; fully collateralized by U.S. Government obligations; 0.00% due 8/15/23 — 11/15/25; valued at $16) | | | 16 | | | | 16 | | |
Merrill Lynch & Co., Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $12; fully collateralized by a U.S. Government obligation; 1.63% due 10/15/27; valued at $12) | | | 12 | | | | 12 | | |
| | | 35 | | |
| | Value (000) | |
Total Securities held as Collateral on Loaned Securities (Cost $445) | | $ | 445 | | |
Total Short-Term Investments (Cost $5,082) | | | 5,082 | | |
Total Investments (99.9%) (Cost $149,797) Including $1,843 of Securities Loaned (f)(g)(h) | | | 183,031 | | |
Other Assets in Excess of Liabilities (0.1%) | | | 100 | | |
Net Assets (100.0%) | | $ | 183,131 | | |
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.
‡ Amount is less than 0.05%.
(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, 2023.
(d) At June 30, 2023, the Fund held a fair valued security valued at approximately $1,250,000, representing 0.7% 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) 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, 2023 amounts to approximately $1,250,000 and represents 0.7% of net assets.
(f) Securities are available for collateral in connection with open foreign currency forward exchange contracts and futures contracts.
(g) The approximate fair value and percentage of net assets, $118,142,000 and 64.5%, 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 Financial Statements.
(h) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $50,958,000 and the aggregate gross unrealized depreciation is approximately $17,732,000, resulting in net unrealized appreciation of approximately $33,226,000.
ADR American Depositary Receipt.
CVA Certificaten Van Aandelen.
NYSE New York Stock Exchange.
TSX Toronto Stock Exchange.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments (cont'd)
Passport Overseas Equity Portfolio
Foreign Currency Forward Exchange Contracts:
The Fund had the following foreign currency forward exchange contracts open at June 30, 2023:
Counterparty | | Contracts to Deliver (000) | | In Exchange For (000) | | Delivery Date | | Unrealized Depreciation (000) | |
Barclays Bank PLC | | EUR | 1,479 | | | $ | 1,606 | | | 9/14/23 | | $ | (14 | ) | |
Citibank NA | | EUR | 1,593 | | | $ | 1,730 | | | 9/14/23 | | | (15 | ) | |
Goldman Sachs International | | EUR | 633 | | | $ | 688 | | | 9/14/23 | | | (6 | ) | |
| | | | | | | | $ | (35 | ) | |
Futures Contracts:
The Fund had the following futures contracts open at June 30, 2023:
| | Number of Contracts | | Expiration Date | | Notional Amount (000) | | Value (000) | | Unrealized Appreciation (Depreciation) (000) | |
Long: | |
BMF Ibovespa Index (Brazil) | | | 75 | | | Aug-23 | | BRL | 1,880 | | | $ | 1,878 | | | $ | (2 | ) | |
MSCI Emerging Market Index (United States) | | | 16 | | | Sep-23 | | $ | 816 | | | | 798 | | | | (18 | ) | |
SGX Nifty 50 Index (Singapore) | | | 49 | | | Jul-23 | | $ | 1,842 | | | | 1,889 | | | | 47 | | |
| | | | | | | | | | $ | 27 | | |
BMF Brazilian Mercantile & Futures Exchange.
MSCI Morgan Stanley Capital International.
SGX Singapore Exchange Ltd.
BRL — Brazilian Real
EUR — Euro
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 56.9 | % | |
Metals & Mining | | | 11.5 | | |
Pharmaceuticals | | | 9.5 | | |
Semiconductors & Semiconductor Equipment | | | 6.6 | | |
Household Durables | | | 5.3 | | |
Personal Care Products | | | 5.2 | | |
Broadline Retail | | | 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, 2023.
** Industries and/or investment types representing less than 5% of total investments.
*** Does not include open long futures contracts with a value of approximately $4,565,000 and net unrealized appreciation of approximately $27,000. Does not include open foreign currency forward exchange contracts with total unrealized depreciation of approximately $35,000.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Passport Overseas Equity Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $143,683) | | $ | 177,399 | | |
Investments in Securities of Affiliated Issuer, at Value (Cost $6,114) | | | 5,632 | | |
Total Investments in Securities, at Value (Cost $149,797) | | | 183,031 | | |
Foreign Currency, at Value (Cost $210) | | | 182 | | |
Cash | | | 20 | | |
Receivable for Variation Margin on Futures Contracts | | | 575 | | |
Tax Reclaim Receivable | | | 272 | | |
Dividends Receivable | | | 144 | | |
Receivable from Affiliate | | | 22 | | |
Receivable for Fund Shares Sold | | | 8 | | |
Receivable from Securities Lending Income | | | 1 | | |
Other Assets | | | 106 | | |
Total Assets | | | 184,361 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 445 | | |
Deferred Capital Gain Country Tax | | | 268 | | |
Payable for Advisory Fees | | | 249 | | |
Payable for Professional Fees | | | 78 | | |
Payable for Fund Shares Redeemed | | | 75 | | |
Unrealized Depreciation on Foreign Currency Forward Exchange Contracts | | | 35 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 11 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 7 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | 11 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 3 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | 12 | | |
Payable for Custodian Fees | | | 9 | | |
Payable for Investments Purchased | | | — | @ | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Other Liabilities | | | 27 | | |
Total Liabilities | | | 1,230 | | |
Net Assets | | $ | 183,131 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 145,536 | | |
Total Distributable Earnings | | | 37,595 | | |
Net Assets | | $ | 183,131 | | |
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Passport Overseas Equity Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 124,654 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 8,123,861 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.34 | | |
CLASS A: | |
Net Assets | | $ | 53,668 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,422,010 | | |
Net Asset Value, Redemption Price Per Share | | $ | 15.68 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.87 | | |
Maximum Offering Price Per Share | | $ | 16.55 | | |
CLASS L: | |
Net Assets | | $ | 4,304 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 277,883 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.49 | | |
CLASS C: | |
Net Assets | | $ | 468 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 30,485 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.36 | | |
CLASS R6: | |
Net Assets | | $ | 25 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,649 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.36 | | |
CLASS IR: | |
Net Assets | | $ | 12 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 814 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.35 | | |
(1) Including: Securities on Loan, at Value: | | $ | 1,843 | | |
@ 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, 2023 (unaudited)
Passport Overseas Equity Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $224 of Foreign Taxes Withheld) | | $ | 2,433 | | |
Dividends from Securities of Affiliated Issuer (Note G) | | | 44 | | |
Income from Securities Loaned — Net | | | 6 | | |
Total Investment Income | | | 2,483 | | |
Expenses: | |
Advisory Fees (Note B) | | | 566 | | |
Shareholder Services Fees — Class A (Note D) | | | 68 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 16 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 3 | | |
Professional Fees | | | 75 | | |
Administration Fees (Note C) | | | 70 | | |
Sub Transfer Agency Fees — Class I | | | 40 | | |
Sub Transfer Agency Fees — Class A | | | 20 | | |
Sub Transfer Agency Fees — Class L | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Registration Fees | | | 39 | | |
Custodian Fees (Note F) | | | 20 | | |
Shareholder Reporting Fees | | | 17 | | |
Transfer Agency Fees — Class I (Note E) | | | 4 | | |
Transfer Agency Fees — Class A (Note E) | | | 4 | | |
Transfer Agency Fees — Class L (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 1 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Pricing Fees | | | 3 | | |
Directors' Fees and Expenses | | | 3 | | |
Other Expenses | | | 13 | | |
Total Expenses | | | 968 | | |
Waiver of Advisory Fees (Note B) | | | (65 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (16 | ) | |
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 | | | 877 | | |
Net Investment Income | | | 1,606 | | |
Realized Gain (Loss): | |
Investments Sold | | | 2,210 | | |
Foreign Currency Forward Exchange Contracts | | | (11 | ) | |
Foreign Currency Translation | | | (5 | ) | |
Futures Contracts | | | (38 | ) | |
Net Realized Gain | | | 2,156 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $24) | | | 14,155 | | |
Investments in Affiliates | | | (68 | ) | |
Foreign Currency Forward Exchange Contracts | | | (19 | ) | |
Foreign Currency Translation | | | 2 | | |
Futures Contracts | | | 27 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 14,097 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 16,253 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 17,859 | | |
@ 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, 2023
Passport Overseas Equity Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 1,606 | | | $ | 2,030 | | |
Net Realized Gain | | | 2,156 | | | | 2,993 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 14,097 | | | | (56,429 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 17,859 | | | | (51,406 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (1,796 | ) | |
Class A | | | — | | | | (702 | ) | |
Class L | | | — | | | | (39 | ) | |
Class C | | | — | | | | (4 | ) | |
Class R6 | | | — | | | | (— | @) | |
Class IR | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (2,541 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 19,022 | | | | 51,639 | | |
Distributions Reinvested | | | — | | | | 1,784 | | |
Redeemed | | | (10,130 | ) | | | (66,942 | ) | |
Class A: | |
Subscribed | | | 1,073 | | | | 7,349 | | |
Distributions Reinvested | | | — | | | | 696 | | |
Redeemed | | | (4,785 | ) | | | (11,717 | ) | |
Class L: | |
Exchanged | | | — | | | | 155 | | |
Distributions Reinvested | | | — | | | | 39 | | |
Redeemed | | | (261 | ) | | | (300 | ) | |
Class C: | |
Subscribed | | | 55 | | | | 126 | | |
Distributions Reinvested | | | — | | | | 4 | | |
Redeemed | | | (95 | ) | | | (318 | ) | |
Class R6:* | |
Subscribed | | | — | | | | 70 | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | — | | | | (65 | ) | |
Class IR: | |
Distributions Reinvested | | | — | | | | — | @ | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | 4,879 | | | | (17,480 | ) | |
Total Increase (Decrease) in Net Assets | | | 22,738 | | | | (71,427 | ) | |
Net Assets: | |
Beginning of Period | | | 160,393 | | | | 231,820 | | |
End of Period | | $ | 183,131 | | | $ | 160,393 | | |
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Passport Overseas Equity Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 1,262 | | | | 3,321 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 130 | | |
Shares Redeemed | | | (672 | ) | | | (4,507 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | 590 | | | | (1,056 | ) | |
Class A: | |
Shares Subscribed | | | 70 | | | | 459 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 49 | | |
Shares Redeemed | | | (312 | ) | | | (757 | ) | |
Net Decrease in Class A Shares Outstanding | | | (242 | ) | | | (249 | ) | |
Class L: | |
Shares Exchanged | | | — | | | | 11 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3 | | |
Shares Redeemed | | | (17 | ) | | | (20 | ) | |
Net Decrease in Class L Shares Outstanding | | | (17 | ) | | | (6 | ) | |
Class C: | |
Shares Subscribed | | | 3 | | | | 9 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (6 | ) | | | (21 | ) | |
Net Decrease in Class C Shares Outstanding | | | (3 | ) | | | (12 | ) | |
Class R6:* | |
Shares Subscribed | | | — | | | | 5 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | — | | | | (5 | ) | |
Net Decrease in Class R6 Shares Outstanding | | | — | | | | (— | @@) | |
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.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Passport Overseas Equity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 13.80 | | | $ | 17.91 | | | $ | 19.03 | | | $ | 14.59 | | | $ | 12.07 | | | $ | 14.46 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.15 | | | | 0.18 | | | | 0.17 | | | | 0.04 | | | | 0.16 | | | | 0.23 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.39 | | | | (4.06 | ) | | | 0.24 | | | | 4.41 | | | | 2.54 | | | | (2.41 | ) | |
Total from Investment Operations | | | 1.54 | | | | (3.88 | ) | | | 0.41 | | | | 4.45 | | | | 2.70 | | | | (2.18 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.10 | ) | | | (0.23 | ) | | | (0.01 | ) | | | (0.18 | ) | | | (0.21 | ) | |
Net Realized Gain | | | — | | | | (0.13 | ) | | | (1.30 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.23 | ) | | | (1.53 | ) | | | (0.01 | ) | | | (0.18 | ) | | | (0.21 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 15.34 | | | $ | 13.80 | | | $ | 17.91 | | | $ | 19.03 | | | $ | 14.59 | | | $ | 12.07 | | |
Total Return(3) | | | 11.16 | %(4) | | | (21.57 | )% | | | 2.33 | % | | | 30.48 | % | | | 22.41 | % | | | (15.14 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 124,654 | | | $ | 104,002 | | | $ | 153,810 | | | $ | 146,087 | | | $ | 126,860 | | | $ | 119,925 | | |
Ratio of Expenses Before Expense Limitation | | | 1.00 | %(5) | | | 1.08 | % | | | 0.95 | % | | | 1.02 | % | | | 0.97 | % | | | 0.97 | % | |
Ratio of Expenses After Expense Limitation | | | 0.89 | %(5)(6) | | | 0.89 | %(6) | | | 0.89 | %(6) | | | 0.89 | %(6) | | | 0.89 | %(6) | | | 0.88 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.89 | %(6) | | | 0.89 | %(6) | | | 0.89 | %(6) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 1.96 | %(5)(6) | | | 1.18 | %(6) | | | 0.87 | %(6) | | | 0.24 | %(6) | | | 1.22 | %(6) | | | 1.67 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(5) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 3 | %(4) | | | 25 | % | | | 39 | % | | | 37 | % | | | 34 | % | | | 43 | % | |
(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) 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."
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Passport Overseas Equity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 14.13 | | | $ | 18.32 | | | $ | 19.43 | | | $ | 14.94 | | | $ | 12.36 | | | $ | 14.79 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.13 | | | | 0.13 | | | | 0.11 | | | | (0.01 | ) | | | 0.11 | | | | 0.19 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.42 | | | | (4.13 | ) | | | 0.25 | | | | 4.51 | | | | 2.61 | | | | (2.46 | ) | |
Total from Investment Operations | | | 1.55 | | | | (4.00 | ) | | | 0.36 | | | | 4.50 | | | | 2.72 | | | | (2.27 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.06 | ) | | | (0.17 | ) | | | (0.01 | ) | | | (0.14 | ) | | | (0.16 | ) | |
Net Realized Gain | | | — | | | | (0.13 | ) | | | (1.30 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.19 | ) | | | (1.47 | ) | | | (0.01 | ) | | | (0.14 | ) | | | (0.16 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 15.68 | | | $ | 14.13 | | | $ | 18.32 | | | $ | 19.43 | | | $ | 14.94 | | | $ | 12.36 | | |
Total Return(3) | | | 10.97 | %(4) | | | (21.77 | )% | | | 2.03 | % | | | 30.10 | % | | | 22.00 | % | | | (15.38 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 53,668 | | | $ | 51,769 | | | $ | 71,668 | | | $ | 69,135 | | | $ | 58,339 | | | $ | 50,726 | | |
Ratio of Expenses Before Expense Limitation | | | 1.26 | %(5) | | | 1.34 | % | | | 1.22 | % | | | 1.31 | % | | | 1.25 | % | | | 1.26 | % | |
Ratio of Expenses After Expense Limitation | | | 1.18 | %(5)(6) | | | 1.18 | %(6) | | | 1.18 | %(6) | | | 1.19 | %(6) | | | 1.22 | %(6) | | | 1.19 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.18 | %(6) | | | 1.18 | %(6) | | | 1.19 | %(6) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 1.67 | %(5)(6) | | | 0.88 | %(6) | | | 0.55 | %(6) | | | (0.06 | )%(6) | | | 0.82 | %(6) | | | 1.37 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(5) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 3 | %(4) | | | 25 | % | | | 39 | % | | | 37 | % | | | 34 | % | | | 43 | % | |
(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) Not annualized.
(5) Annualized.
(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."
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Passport Overseas Equity Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 13.99 | | | $ | 18.16 | | | $ | 19.27 | | | $ | 14.90 | | | $ | 12.32 | | | $ | 14.73 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.08 | | | | 0.05 | | | | 0.00 | (2) | | | (0.09 | ) | | | 0.05 | | | | 0.13 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.42 | | | | (4.09 | ) | | | 0.24 | | | | 4.47 | | | | 2.59 | | | | (2.46 | ) | |
Total from Investment Operations | | | 1.50 | | | | (4.04 | ) | | | 0.24 | | | | 4.38 | | | | 2.64 | | | | (2.33 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.05 | ) | | | 0.01 | | | | (0.06 | ) | | | (0.08 | ) | |
Net Realized Gain | | | — | | | | (0.13 | ) | | | (1.30 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.13 | ) | | | (1.35 | ) | | | (0.01 | ) | | | (0.06 | ) | | | (0.08 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 15.49 | | | $ | 13.99 | | | $ | 18.16 | | | $ | 19.27 | | | $ | 14.90 | | | $ | 12.32 | | |
Total Return(3) | | | 10.72 | %(4) | | | (22.22 | )% | | | 1.48 | % | | | 29.38 | % | | | 21.43 | % | | | (15.87 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,304 | | | $ | 4,129 | | | $ | 5,475 | | | $ | 5,718 | | | $ | 4,644 | | | $ | 4,375 | | |
Ratio of Expenses Before Expense Limitation | | | 1.81 | %(5) | | | 1.90 | % | | | 1.76 | % | | | 1.86 | % | | | 1.81 | % | | | 1.76 | % | |
Ratio of Expenses After Expense Limitation | | | 1.73 | %(5)(6) | | | 1.74 | %(6) | | | 1.74 | %(6) | | | 1.74 | %(6) | | | 1.74 | %(6) | | | 1.69 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.74 | %(6) | | | 1.74 | %(6) | | | 1.74 | %(6) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 1.12 | %(5)(6) | | | 0.32 | %(6) | | | 0.02 | %(6) | | | (0.61 | )%(6) | | | 0.35 | %(6) | | | 0.92 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(5) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 3 | %(4) | | | 25 | % | | | 39 | % | | | 37 | % | | | 34 | % | | | 43 | % | |
(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) Not annualized.
(5) Annualized.
(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."
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Passport Overseas Equity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 13.89 | | | $ | 18.08 | | | $ | 19.22 | | | $ | 14.89 | | | $ | 12.34 | | | $ | 14.77 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.06 | | | | 0.01 | | | | (0.02 | ) | | | (0.12 | ) | | | 0.00 | (2) | | | 0.09 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.41 | | | | (4.07 | ) | | | 0.21 | | | | 4.46 | | | | 2.59 | | | | (2.45 | ) | |
Total from Investment Operations | | | 1.47 | | | | (4.06 | ) | | | 0.19 | | | | 4.34 | | | | 2.59 | | | | (2.36 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.03 | ) | | | (0.01 | ) | | | (0.04 | ) | | | (0.07 | ) | |
Net Realized Gain | | | — | | | | (0.13 | ) | | | (1.30 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.13 | ) | | | (1.33 | ) | | | (0.01 | ) | | | (0.04 | ) | | | (0.07 | ) | |
Redemption Fees | | | — | | | | — | | | | — | | | | — | | | | 0.00 | (2) | | | 0.00 | (2) | |
Net Asset Value, End of Period | | $ | 15.36 | | | $ | 13.89 | | | $ | 18.08 | | | $ | 19.22 | | | $ | 14.89 | | | $ | 12.34 | | |
Total Return(3) | | | 10.58 | %(4) | | | (22.43 | )% | | | 1.23 | % | | | 29.13 | % | | | 21.03 | % | | | (16.04 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 468 | | | $ | 459 | | | $ | 821 | | | $ | 144 | | | $ | 45 | | | $ | 42 | | |
Ratio of Expenses Before Expense Limitation | | | 2.59 | %(5) | | | 2.54 | % | | | 2.36 | % | | | 5.66 | % | | | 7.49 | % | | | 7.18 | % | |
Ratio of Expenses After Expense Limitation | | | 1.99 | %(5)(6) | | | 1.99 | %(6) | | | 1.99 | %(6) | | | 1.99 | %(6) | | | 1.99 | %(6) | | | 1.98 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.99 | %(6) | | | 1.99 | %(6) | | | 1.99 | %(6) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.86 | %(5)(6) | | | 0.05 | %(6) | | | (0.09 | )%(6) | | | (0.81 | )%(6) | | | 0.03 | %(6) | | | 0.67 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(5) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 3 | %(4) | | | 25 | % | | | 39 | % | | | 37 | % | | | 34 | % | | | 43 | % | |
(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) Not annualized.
(5) Annualized.
(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."
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Passport Overseas Equity Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from October 31, 2019(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 13.82 | | | $ | 17.91 | | | $ | 19.04 | | | $ | 14.59 | | | $ | 13.79 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(3) | | | 0.15 | | | | 0.21 | | | | 0.18 | | | | 0.04 | | | | 0.00 | (4) | |
Net Realized and Unrealized Gain (Loss) | | | 1.39 | | | | (4.06 | ) | | | 0.23 | | | | 4.42 | | | | 0.98 | | |
Total from Investment Operations | | | 1.54 | | | | (3.85 | ) | | | 0.41 | | | | 4.46 | | | | 0.98 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.11 | ) | | | (0.24 | ) | | | (0.01 | ) | | | (0.18 | ) | |
Net Realized Gain | | | — | | | | (0.13 | ) | | | (1.30 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.24 | ) | | | (1.54 | ) | | | (0.01 | ) | | | (0.18 | ) | |
Net Asset Value, End of Period | | $ | 15.36 | | | $ | 13.82 | | | $ | 17.91 | | | $ | 19.04 | | | $ | 14.59 | | |
Total Return(5) | | | 11.14 | %(6) | | | (21.45 | )% | | | 2.39 | % | | | 30.55 | % | | | 7.15 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 25 | | | $ | 23 | | | $ | 32 | | | $ | 14 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 10.13 | %(7) | | | 5.55 | % | | | 10.73 | % | | | 21.16 | % | | | 14.33 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.84 | %(7)(8) | | | 0.84 | %(8) | | | 0.84 | %(8) | | | 0.84 | %(8) | | | 0.84 | %(7)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.84 | %(8) | | | 0.84 | %(8) | | | 0.84 | %(8) | | | N/A | | |
Ratio of Net Investment Income | | | 2.02 | %(7)(8) | | | 1.41 | %(8) | | | 0.89 | %(8) | | | 0.28 | %(8) | | | 0.18 | %(7)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 3 | %(6) | | | 25 | % | | | 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) Not annualized.
(7) Annualized.
(8) 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."
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Passport Overseas Equity Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from October 31, 2019(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 13.81 | | | $ | 17.91 | | | $ | 19.04 | | | $ | 14.59 | | | $ | 13.79 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.15 | | | | 0.18 | | | | 0.18 | | | | 0.04 | | | | 0.00 | (3) | |
Net Realized and Unrealized Gain (Loss) | | | 1.39 | | | | (4.04 | ) | | | 0.23 | | | | 4.42 | | | | 0.98 | | |
Total from Investment Operations | | | 1.54 | | | | (3.86 | ) | | | 0.41 | | | | 4.46 | | | | 0.98 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.11 | ) | | | (0.24 | ) | | | (0.01 | ) | | | (0.18 | ) | |
Net Realized Gain | | | — | | | | (0.13 | ) | | | (1.30 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.24 | ) | | | (1.54 | ) | | | (0.01 | ) | | | (0.18 | ) | |
Net Asset Value, End of Period | | $ | 15.35 | | | $ | 13.81 | | | $ | 17.91 | | | $ | 19.04 | | | $ | 14.59 | | |
Total Return(4) | | | 11.15 | %(5) | | | (21.51 | )% | | | 2.39 | % | | | 30.55 | % | | | 7.15 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 12 | | | $ | 11 | | | $ | 14 | | | $ | 14 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 17.00 | %(6) | | | 18.22 | % | | | 14.38 | % | | | 20.70 | % | | | 14.33 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 0.84 | %(6)(7) | | | 0.84 | %(7) | | | 0.84 | %(7) | | | 0.84 | %(7) | | | 0.84 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.84 | %(7) | | | 0.84 | %(7) | | | 0.84 | %(7) | | | N/A | | |
Ratio of Net Investment Income | | | 2.00 | %(6)(7) | | | 1.21 | %(7) | | | 0.92 | %(7) | | | 0.29 | %(7) | | | 0.18 | %(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(6) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(6) | |
Portfolio Turnover Rate | | | 3 | %(5) | | | 25 | % | | | 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) 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."
The accompanying notes are an integral part of the financial statements.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
The accompanying financial statements relate to the Passport Overseas Equity Portfolio (name changed on May 31, 2023, formerly 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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) 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; (5) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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 ad-
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
justed 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | — | | | $ | 4,791 | | | $ | — | | | $ | 4,791 | | |
Banks | | | 4,930 | | | | 2,342 | | | | — | | | | 7,272 | | |
Beverages | | | — | | | | 4,813 | | | | — | | | | 4,813 | | |
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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) | |
Biotechnology | | $ | 2,238 | | | $ | — | | | $ | — | | | $ | 2,238 | | |
Broadline Retail | | | 9,123 | | | | — | | | | — | | | | 9,123 | | |
Chemicals | | | — | | | | 6,778 | | | | — | | | | 6,778 | | |
Electrical Equipment | | | — | | | | 537 | | | | — | | | | 537 | | |
Electronic Equipment, Instruments & Components | | | — | | | | 2,661 | | | | — | | | | 2,661 | | |
Energy Equipment & Services | | | 2,228 | | | | 1,982 | | | | — | | | | 4,210 | | |
Entertainment | | | 4,116 | | | | 2,642 | | | | — | | | | 6,758 | | |
Food Products | | | — | | | | 3,809 | | | | — | | | | 3,809 | | |
Ground Transportation | | | 3,276 | | | | — | | | | — | | | | 3,276 | | |
Health Care Equipment & Supplies | | | 2,014 | | | | 3,189 | | | | — | | | | 5,203 | | |
Health Care Providers & Services | | | — | | | | 1,161 | | | | — | | | | 1,161 | | |
Hotels, Restaurants & Leisure | | | 4,464 | | | | 1,439 | | | | — | | | | 5,903 | | |
Household Durables | | | 1,990 | | | | 7,629 | | | | — | | | | 9,619 | | |
Household Products | | | — | | | | 413 | | | | — | | | | 413 | | |
Insurance | | | — | | | | 827 | | | | — | | | | 827 | | |
Interactive Media & Services | | | 2,128 | | | | 3,139 | | | | — | | | | 5,267 | | |
Leisure Products | | | — | | | | 611 | | | | — | | | | 611 | | |
Machinery | | | — | | | | 4,610 | | | | — | | | | 4,610 | | |
Metals & Mining | | | 11,152 | | | | 9,849 | | | | — | | | | 21,001 | | |
Oil, Gas & Consumable Fuels | | | — | | | | 8,877 | | | | — | | | | 8,877 | | |
Passenger Airlines | | | 3,023 | | | | — | | | | — | | | | 3,023 | | |
Personal Care Products | | | 2,518 | | | | 6,914 | | | | — | | | | 9,432 | | |
Pharmaceuticals | | | — | | | | 17,414 | | | | — | | | | 17,414 | | |
Professional Services | | | — | | | | 3,469 | | | | — | | | | 3,469 | | |
Semiconductors & Semiconductor Equipment | | | 2,227 | | | | 9,849 | | | | — | | | | 12,076 | | |
Specialty Retail | | | 1,342 | | | | — | | | | — | | | | 1,342 | | |
Tech Hardware, Storage & Peripherals | | | — | | | | 6,307 | | | | — | | | | 6,307 | | |
Textiles, Apparel & Luxury Goods | | | — | | | | 3,293 | | | | — | | | | 3,293 | | |
Total Common Stocks | | | 56,769 | | | | 119,345 | | | | — | | | | 176,114 | | |
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 | | $ | — | | | $ | — | | | $ | 1,250 | | | $ | 1,250 | | |
Investment Company | | | 585 | | | | — | | | | — | | | | 585 | | |
Short-Term Investments | |
Investment Company | | | 5,047 | | | | — | | | | — | | | | 5,047 | | |
Repurchase Agreements | | | — | | | | 35 | | | | — | | | | 35 | | |
Total Short-Term Investments | | | 5,047 | | | | 35 | | | | — | | | | 5,082 | | |
Future Contract | | | 47 | | | | — | | | | — | | | | 47 | | |
Total Assets | | | 62,448 | | | | 119,380 | | | | 1,250 | | | | 183,078 | | |
Liabilities: | |
Foreign Currency Forward Exchange Contracts | | | — | | | | (35 | ) | | | — | | | | (35 | ) | |
Futures Contracts | | | (20 | ) | | | — | | | | — | | | | (20 | ) | |
Total Liabilities | | | (20 | ) | | | (35 | ) | | | — | | | | (55 | ) | |
Total | | $ | 62,428 | | | $ | 119,345 | | | $ | 1,250 | | | $ | 183,023 | | |
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) | |
Beginning Balance | | $ | 1,174 | | |
Purchases | | | — | | |
Sales | | | — | | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | 76 | | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | 1,250 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2023 | | $ | 76 | | |
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, 2023:
| | Fair Value at June 30, 2023 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
Preferred Stock | | $ | 1,250 | | | Market Transaction Method | | Precedent Transaction | | $ | 38.24 | | | 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.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 U.S. 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. Derivative instruments used by the Fund
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
will be counted towards the Fund's exposure in the types of securities listed herein to the extent they have economic characteristics similar to such securities. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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:
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.
Foreign Currency Forward Exchange Contracts: In connection with its investments in foreign securities, the Fund also entered into contracts with banks, brokers/dealers to purchase or sell 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
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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.
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, 2023:
| | Asset Derivatives Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Futures Contracts | | Variation Margin on Futures Contracts | | | Equity Risk | | | $ | 47 | (a) | |
| | 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 | | $ | (35 | ) | |
Futures Contracts | | Variation Margin on Futures Contracts | | Equity Risk | | | (20 | )(a) | |
Total | | | | | | $ | (55 | ) | |
(a) Includes cumulative appreciation (depreciation) as reported in the Portfolio of Investments. Only current day's net variation margin is reported within 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, 2023 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Foreign Currency Forward Exchange Contracts | | $ | (11 | ) | |
Equity Risk | | Futures Contracts | | | (38 | ) | |
| | Total | | $ | (49 | ) | |
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Foreign Currency Forward Exchange Contracts | | $ | (19 | ) | |
Equity Risk | | Futures Contracts | | | 27 | | |
| | Total | | $ | 8 | | |
At June 30, 2023, 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(a) | | Assets(b) (000) | | Liabilities(b) (000) | |
Foreign Currency Forward Exchange Contracts | | $ | — | | | $ | (35 | ) | |
(a) Excludes exchange-traded derivatives.
(b) 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
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2023:
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 (000) | | Net Amount (not less than $0) (000) | |
Barclays Bank PLC | | $ | 14 | | | $ | — | | | $ | — | | | $ | 14 | | |
Citibank NA | | | 15 | | | | — | | | | — | | | | 15 | | |
Goldman Sachs International | | | 6 | | | | — | | | | — | | | | 6 | | |
Total | | $ | 35 | | | $ | — | | | $ | — | | | $ | 35 | | |
For the six months ended June 30, 2023, the approximate average monthly amount outstanding for each derivative type is as follows:
Foreign Currency Forward Exchange Contracts: | |
Average monthly principal amount | | $ | 3,992,000 | | |
Futures Contracts: | |
Average monthly notional value | | $ | 1,710,000 | | |
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, 2023:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amount Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 1,843 | (a) | | $ | — | | | $ | (1,843 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $445,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $1,460,000 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 borrowings.
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, 2023:
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 | | $ | 445 | | | $ | — | | | $ | — | | | $ | — | | | $ | 445 | | |
Total Borrowings | | $ | 445 | | | $ | — | | | $ | — | | | $ | — | | | $ | 445 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 445 | | |
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to 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 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 | | Over $1 billion | |
| 0.65 | % | | | 0.60 | % | |
For the six months ended June 30, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.57% 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, 2023, approximately $65,000 of advisory fees were waived and approximately $19,000 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,
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in Transfer Agency Fees in the Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $6,746,000 and $5,105,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, advisory fees paid were reduced by approximately $2,000 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, 2023, advisory fees paid were reduced by approximately $5,000 relating to the Fund's investment in the Morgan Stanley China A Share Fund, Inc.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 is as follows:
Affiliated Investment Company/ Issuer | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 2,085 | | | $ | 17,028 | | | $ | 14,066 | | | $ | 44 | | |
Morgan Stanley China A Share Fund | | | 653 | | | | — | | | | — | | | | — | | |
Total | | $ | 2,738 | | | $ | 17,028 | | | $ | 14,066 | | | $ | 44 | | |
Affiliated Investment Company/ Issuer (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 5,047 | | |
Morgan Stanley China A Share Fund | | | — | | | | (68 | ) | | | 585 | | |
Total | | $ | — | | | $ | (68 | ) | | $ | 5,632 | | |
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, 2023, 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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 1,000 | | | $ | 1,541 | | | $ | 2,260 | | | $ | 15,167 | | |
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, 2022:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 1 | | | $ | (1 | ) | |
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
At December 31, 2022, 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) | |
$ | 276 | | | $ | 2,762 | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 79.6%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health
emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 but below 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. 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, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
(This page has been left blank intentionally.)
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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIPOESAN
5842935 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Permanence Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 10 | | |
Notes to Consolidated Financial Statements | | | 14 | | |
Investment Advisory Agreement Approval | | | 23 | | |
Liquidity Risk Management Program | | | 25 | | |
U.S. Customer Privacy Notice | | | 26 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,222.20 | | | $ | 1,020.63 | | | $ | 4.63 | | | $ | 4.21 | | | | 0.84 | % | |
Permanence Portfolio Class A | | | 1,000.00 | | | | 1,220.40 | | | | 1,018.84 | | | | 6.61 | | | | 6.01 | | | | 1.20 | | |
Permanence Portfolio Class C | | | 1,000.00 | | | | 1,216.40 | | | | 1,015.12 | | | | 10.72 | | | | 9.74 | | | | 1.95 | | |
Permanence Portfolio Class R6 | | | 1,000.00 | | | | 1,222.90 | | | | 1,020.88 | | | | 4.35 | | | | 3.96 | | | | 0.79 | | |
* 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments
Permanence Portfolio
| | Shares | | Value (000) | |
Common Stocks (91.5%) | |
Aerospace & Defense (1.5%) | |
Axon Enterprise, Inc. (a) | | | 51 | | | $ | 10 | | |
HEICO Corp., Class A | | | 81 | | | | 12 | | |
TransDigm Group, Inc. | | | 64 | | | | 57 | | |
| | | 79 | | |
Broadline Retail (7.2%) | |
Amazon.com, Inc. (a) | | | 2,844 | | | | 371 | | |
Capital Markets (6.1%) | |
Intercontinental Exchange, Inc. | | | 2,054 | | | | 232 | | |
MSCI, Inc. | | | 21 | | | | 10 | | |
S&P Global, Inc. | | | 184 | | | | 74 | | |
| | | 316 | | |
Chemicals (2.7%) | |
Ecolab, Inc. | | | 71 | | | | 13 | | |
Sherwin-Williams Co. | | | 482 | | | | 128 | | |
| | | 141 | | |
Commercial Services & Supplies (4.5%) | |
Cintas Corp. | | | 24 | | | | 12 | | |
Copart, Inc. (a) | | | 268 | | | | 25 | | |
Rentokil Initial PLC (United Kingdom) | | | 22,943 | | | | 179 | | |
Rollins, Inc. | | | 297 | | | | 13 | | |
| | | 229 | | |
Construction Materials (0.6%) | |
Martin Marietta Materials, Inc. | | | 68 | | | | 31 | | |
Consumer Staples Distribution & Retail (3.3%) | |
Dollar General Corp. | | | 1,004 | | | | 170 | | |
Distributors (3.9%) | |
Pool Corp. | | | 532 | | | | 199 | | |
Diversified Consumer Services (0.8%) | |
Service Corp. International | | | 656 | | | | 42 | | |
Entertainment (0.8%) | |
Netflix, Inc. (a) | | | 76 | | | | 34 | | |
Walt Disney Co. (a) | | | 103 | | | | 9 | | |
| | | 43 | | |
Food Products (0.2%) | |
McCormick & Co., Inc. | | | 136 | | | | 12 | | |
Ground Transportation (0.9%) | |
Union Pacific Corp. | | | 236 | | | | 48 | | |
Health Care Equipment & Supplies (0.3%) | |
Intuitive Surgical, Inc. (a) | | | 43 | | | | 15 | | |
Health Care Technology (0.8%) | |
Veeva Systems, Inc., Class A (a) | | | 215 | | | | 43 | | |
Hotels, Restaurants & Leisure (0.7%) | |
Domino's Pizza, Inc. | | | 31 | | | | 11 | | |
McDonald's Corp. | | | 43 | | | | 13 | | |
Starbucks Corp. | | | 105 | | | | 10 | | |
| | | 34 | | |
Household Durables (0.9%) | |
NVR, Inc. (a) | | | 7 | | | | 44 | | |
| | Shares | | Value (000) | |
Information Technology Services (8.1%) | |
Cloudflare, Inc., Class A (a) | | | 5,635 | | | $ | 368 | | |
Gartner, Inc. (a) | | | 145 | | | | 51 | | |
| | | 419 | | |
Insurance (2.3%) | |
Brown & Brown, Inc. | | | 1,163 | | | | 80 | | |
Progressive Corp. | | | 301 | | | | 40 | | |
| | | 120 | | |
Interactive Media & Services (3.4%) | |
Alphabet, Inc., Class C (a) | | | 1,429 | | | | 173 | | |
Life Sciences Tools & Services (11.9%) | |
Danaher Corp. | | | 747 | | | | 179 | | |
Eurofins Scientific SE (France) | | | 2,755 | | | | 175 | | |
Illumina, Inc. (a) | | | 1,151 | | | | 216 | | |
Thermo Fisher Scientific, Inc. | | | 83 | | | | 44 | | |
| | | 614 | | |
Metals & Mining (1.1%) | |
Royal Gold, Inc. | | | 499 | | | | 57 | | |
Oil, Gas & Consumable Fuels (1.1%) | |
Texas Pacific Land Corp. | | | 42 | | | | 55 | | |
Personal Care Products (0.4%) | |
Estee Lauder Cos., Inc., Class A | | | 108 | | | | 21 | | |
Pharmaceuticals (4.9%) | |
Eli Lilly & Co. | | | 31 | | | | 15 | | |
Royalty Pharma PLC, Class A (United Kingdom) | | | 6,944 | | | | 213 | | |
Zoetis, Inc. | | | 138 | | | | 24 | | |
| | | 252 | | |
Semiconductors & Semiconductor Equipment (1.4%) | |
ASML Holding NV (Registered) (Netherlands) | | | 101 | | | | 73 | | |
Software (11.7%) | |
Cadence Design Systems, Inc. (a) | | | 51 | | | | 12 | | |
Constellation Software, Inc. (Canada) | | | 62 | | | | 128 | | |
Lumine Group, Inc. (Canada) (a) | | | 339 | | | | 5 | | |
Procore Technologies, Inc. (a) | | | 1,170 | | | | 76 | | |
Roper Technologies, Inc. | | | 25 | | | | 12 | | |
ServiceNow, Inc. (a) | | | 218 | | | | 123 | | |
Synopsys, Inc. (a) | | | 26 | | | | 11 | | |
Topicus.com, Inc. (Canada) (a) | | | 1,889 | | | | 155 | | |
Tyler Technologies, Inc. (a) | | | 196 | | | | 82 | | |
| | | 604 | | |
Specialized REITs (0.2%) | |
American Tower Corp. REIT | | | 51 | | | | 10 | | |
Specialty Retail (8.5%) | |
AutoZone, Inc. (a) | | | 17 | | | | 42 | | |
Floor & Decor Holdings, Inc., Class A (a) | | | 2,401 | | | | 250 | | |
Home Depot, Inc. | | | 238 | | | | 74 | | |
Tractor Supply Co. | | | 325 | | | | 72 | | |
| | | 438 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Permanence Portfolio
| | Shares | | Value (000) | |
Trading Companies & Distributors (1.3%) | |
Fastenal Co. | | | 221 | | | $ | 13 | | |
Watsco, Inc. | | | 140 | | | | 53 | | |
| | | 66 | | |
Total Common Stocks (Cost $4,157) | | | 4,719 | | |
Investment Company (1.1%) | |
Grayscale Bitcoin Trust (a) (Cost $62) | | | 2,981 | | | | 57 | | |
Short-Term Investment (2.6%) | |
Investment Company (2.6%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $132) | | | 132,380 | | | | 132 | | |
Total Investments Excluding Purchased Options (95.2%) (Cost $4,352) | | | 4,908 | | |
Total Purchased Options Outstanding (0.2%) (Cost $15) | | | 12 | | |
Total Investments (95.4%) (Cost $4,367) (b)(c)(d) | | | 4,920 | | |
Other Assets in Excess of Liabilities (4.6%) | | | 239 | | |
Net Assets (100.0%) | | $ | 5,159 | | |
(a) Non-income producing security.
(b) Securities are available for collateral in connection with purchased options.
(c) The fair value and percentage of net assets, approximately $354,000 and 6.9%, 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 Consolidated Financial Statements.
(d) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $694,000 and the aggregate gross unrealized depreciation is approximately $141,000, resulting in net unrealized appreciation of approximately $553,000.
REIT Real Estate Investment Trust.
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2023:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Appreciation (Depreciation) (000) | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.43 | | | Jan-24 | | | 765,237 | | | $ | 765 | | | $ | 5 | | | $ | 3 | | | $ | 2 | | |
JPMorgan Chase Bank NA | | USD/CNH | | CNH | 7.53 | | | Jul-23 | | | 694,116 | | | | 694 | | | | — | @ | | | 3 | | | | (3 | ) | |
Standard Chartered Bank | | USD/CNH | | CNH | 7.57 | | | Aug-23 | | | 798,506 | | | | 799 | | | | — | @ | | | 4 | | | | (4 | ) | |
Standard Chartered Bank | | USD/CNH | | CNH | 7.57 | | | May-24 | | | 1,105,323 | | | | 1,105 | | | | 7 | | | | 5 | | | | 2 | | |
Goldman Sachs International | | USD/CNH | | CNH | 7.87 | | | Oct-23 | | | 6,257 | | | | 6 | | | | — | @ | | | — | @ | | | — | @ | |
| | | | | | | | | | | | $ | 12 | | | $ | 15 | | | $ | (3 | ) | |
@ Value is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 38.6 | % | |
Life Sciences Tools & Services | | | 12.5 | | |
Software | | | 12.3 | | |
Specialty Retail | | | 9.0 | | |
Information Technology Services | | | 8.5 | | |
Broadline Retail | | | 7.6 | | |
Capital Markets | | | 6.4 | | |
Pharmaceuticals | | | 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, 2023 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $4,235) | | $ | 4,788 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $132) | | | 132 | | |
Total Investments in Securities, at Value (Cost $4,367) | | | 4,920 | | |
Foreign Currency, at Value (Cost $2) | | | 2 | | |
Receivable for Fund Shares Sold | | | 100 | | |
Due from Adviser | | | 62 | | |
Receivable for Investments Sold | | | 51 | | |
Dividends Receivable | | | — | @ | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 59 | | |
Total Assets | | | 5,194 | | |
Liabilities: | |
Payable for Professional Fees | | | 24 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class R6 | | | — | @ | |
Payable for Custodian Fees | | | 1 | | |
Payable for Administration Fees | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class I | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 9 | | |
Total Liabilities | | | 35 | | |
Net Assets | | $ | 5,159 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 4,341 | | |
Total Distributable Earnings | | | 818 | | |
Net Assets | | $ | 5,159 | | |
CLASS I: | |
Net Assets | | $ | 3,917 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 287,074 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.64 | | |
CLASS A: | |
Net Assets | | $ | 1,123 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 83,069 | | |
Net Asset Value, Redemption Price Per Share | | $ | 13.51 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.75 | | |
Maximum Offering Price Per Share | | $ | 14.26 | | |
CLASS C: | |
Net Assets | | $ | 43 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,275 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.21 | | |
CLASS R6: | |
Net Assets | | $ | 76 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,587 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.66 | | |
@ 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, 2023 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $1 of Foreign Taxes Withheld) | | $ | 16 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 2 | | |
Total Investment Income | | | 18 | | |
Expenses: | |
Professional Fees | | | 73 | | |
Registration Fees | | | 21 | | |
Advisory Fees (Note B) | | | 14 | | |
Shareholder Reporting Fees | | | 11 | | |
Custodian Fees (Note F) | | | 6 | | |
Transfer Agency Fees — Class I (Note E) | | | 2 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
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 | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Other Expenses | | | 6 | | |
Total Expenses | | | 144 | | |
Expenses Reimbursed by Adviser (Note B) | | | (106 | ) | |
Waiver of Advisory Fees (Note B) | | | (14 | ) | |
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) | | | (2 | ) | |
Reimbursement of Class Specific Expenses — Class R6 (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 19 | | |
Net Investment Loss | | | (1 | ) | |
Realized Gain: | |
Investments Sold | | | 185 | | |
Foreign Currency Translation | | | — | @ | |
Net Realized Gain | | | 185 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 634 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 819 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 818 | | |
@ 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, 2023
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (1 | ) | | $ | (6 | ) | |
Net Realized Gain | | | 185 | | | | 138 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 634 | | | | (1,004 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 818 | | | | (872 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (84 | ) | |
Class A | | | — | | | | (4 | ) | |
Class C | | | — | | | | (— | @) | |
Class R6* | | | — | | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (89 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 178 | | | | 152 | | |
Distributions Reinvested | | | — | | | | 84 | | |
Redeemed | | | (77 | ) | | | (50 | ) | |
Class A: | |
Subscribed | | | 1,133 | | | | 185 | | |
Distributions Reinvested | | | — | | | | 4 | | |
Redeemed | | | (416 | ) | | | (140 | ) | |
Class C: | |
Subscribed | | | 17 | | | | — | | |
Distributions Reinvested | | | — | | | | — | @ | |
Class R6:* | |
Subscribed | | | 57 | | | | 43 | | |
Distributions Reinvested | | | — | | | | 1 | | |
Redeemed | | | (35 | ) | | | (9 | ) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 857 | | | | 270 | | |
Total Increase (Decrease) in Net Assets | | | 1,675 | | | | (691 | ) | |
Net Assets: | |
Beginning of Period | | | 3,484 | | | | 4,175 | | |
End of Period | | $ | 5,159 | | | $ | 3,484 | | |
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 14 | | | | 13 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 7 | | |
Shares Redeemed | | | (6 | ) | | | (5 | ) | |
Net Increase in Class I Shares Outstanding | | | 8 | | | | 15 | | |
Class A: | |
Shares Subscribed | | | 89 | | | | 16 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (33 | ) | | | (12 | ) | |
Net Increase in Class A Shares Outstanding | | | 56 | | | | 4 | | |
Class C: | |
Shares Subscribed | | | 1 | | | | — | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Net Increase in Class C Shares Outstanding | | | 1 | | | | — | @@ | |
Class R6:* | |
Shares Subscribed | | | 5 | | | | 4 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (3 | ) | | | (1 | ) | |
Net Increase in Class R6 Shares Outstanding | | | 2 | | | | 3 | | |
* 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.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Permanence Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from March 31, 2020(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 11.16 | | | $ | 14.42 | | | $ | 14.65 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.00 | (4) | | | (0.02 | ) | | | 0.00 | (4) | | | (0.00 | )(4) | |
Net Realized and Unrealized Gain (Loss) | | | 2.48 | | | | (2.93 | ) | | | 2.39 | | | | 5.51 | | |
Total from Investment Operations | | | 2.48 | | | | (2.95 | ) | | | 2.39 | | | | 5.51 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.04 | ) | | | (0.11 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (2.51 | ) | | | (0.86 | ) | |
Total Distributions | | | — | | | | (0.31 | ) | | | (2.62 | ) | | | (0.86 | ) | |
Net Asset Value, End of Period | | $ | 13.64 | | | $ | 11.16 | | | $ | 14.42 | | | $ | 14.65 | | |
Total Return(5) | | | 22.22 | %(6) | | | (20.55 | )% | | | 16.85 | % | | | 55.46 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,917 | | | $ | 3,117 | | | $ | 3,807 | | | $ | 3,147 | | |
Ratio of Expenses Before Expense Limitation | | | 6.56 | %(7) | | | 8.14 | % | | | 7.49 | % | | | 10.85 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.84 | %(7)(8) | | | 0.85 | %(8) | | | 0.85 | %(8) | | | 0.85 | %(7)(8) | |
Ratio of Net Investment Income (Loss) | | | 0.04 | %(7)(8) | | | (0.14 | )%(8) | | | 0.01 | %(8) | | | (0.02 | )%(7)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.00 | %(9) | | | 0.00 | %(9) | | | 0.00 | %(7)(9) | |
Portfolio Turnover Rate | | | 52 | %(6) | | | 57 | % | | | 70 | % | | | 68 | %(6) | |
(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) Not annualized.
(7) Annualized.
(8) 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."
(9) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Permanence Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from March 31, 2020(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 11.07 | | | $ | 14.31 | | | $ | 14.61 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.02 | ) | | | (0.06 | ) | | | (0.05 | ) | | | (0.01 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.46 | | | | (2.91 | ) | | | 2.37 | | | | 5.48 | | |
Total from Investment Operations | | | 2.44 | | | | (2.97 | ) | | | 2.32 | | | | 5.47 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.11 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (2.51 | ) | | | (0.86 | ) | |
Total Distributions | | | — | | | | (0.27 | ) | | | (2.62 | ) | | | (0.86 | ) | |
Net Asset Value, End of Period | | $ | 13.51 | | | $ | 11.07 | | | $ | 14.31 | | | $ | 14.61 | | |
Total Return(4) | | | 22.04 | %(5) | | | (20.83 | )% | | | 16.41 | % | | | 55.05 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,123 | | | $ | 303 | | | $ | 324 | | | $ | 256 | | |
Ratio of Expenses Before Expense Limitation | | | 7.28 | %(6) | | | 9.60 | % | | | 8.83 | % | | | 17.41 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 1.20 | %(6)(7) | | | 1.20 | %(7) | | | 1.20 | %(7) | | | 1.20 | %(6)(7) | |
Ratio of Net Investment Loss | | | (0.33 | )%(6)(7) | | | (0.51 | )%(7) | | | (0.33 | )%(7) | | | (0.06 | )%(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 52 | %(5) | | | 57 | % | | | 70 | % | | | 68 | %(5) | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Permanence Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from March 31, 2020(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 10.86 | | | $ | 14.16 | | | $ | 14.52 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.06 | ) | | | (0.13 | ) | | | (0.17 | ) | | | (0.11 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.41 | | | | (2.90 | ) | | | 2.35 | | | | 5.49 | | |
Total from Investment Operations | | | 2.35 | | | | (3.03 | ) | | | 2.18 | | | | 5.38 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.03 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (2.51 | ) | | | (0.86 | ) | |
Total Distributions | | | — | | | | (0.27 | ) | | | (2.54 | ) | | | (0.86 | ) | |
Net Asset Value, End of Period | | $ | 13.21 | | | $ | 10.86 | | | $ | 14.16 | | | $ | 14.52 | | |
Total Return(4) | | | 21.64 | %(5) | | | (21.47 | )% | | | 15.52 | % | | | 54.15 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 43 | | | $ | 20 | | | $ | 26 | | | $ | 21 | | |
Ratio of Expenses Before Expense Limitation | | | 16.95 | %(6) | | | 19.54 | % | | | 18.17 | % | | | 24.15 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 1.95 | %(6)(7) | | | 1.95 | %(7) | | | 1.95 | %(7) | | | 1.95 | %(6)(7) | |
Ratio of Net Investment Loss | | | (1.07 | )%(6)(7) | | | (1.24 | )%(7) | | | (1.09 | )%(7) | | | (1.08 | )%(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 52 | %(5) | | | 57 | % | | | 70 | % | | | 68 | %(5) | |
(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) Not annualized.
(6) Annualized.
(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%.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Consolidated Financial Highlights
Permanence Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from March 31, 2020(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | December 31, 2020(3) | |
Net Asset Value, Beginning of Period | | $ | 11.17 | | | $ | 14.43 | | | $ | 14.65 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(4) | | | 0.01 | | | | (0.01 | ) | | | 0.01 | | | | 0.00 | (5) | |
Net Realized and Unrealized Gain (Loss) | | | 2.48 | | | | (2.94 | ) | | | 2.40 | | | | 5.51 | | |
Total from Investment Operations | | | 2.49 | | | | (2.95 | ) | | | 2.41 | | | | 5.51 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.04 | ) | | | (0.12 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (2.51 | ) | | | (0.86 | ) | |
Total Distributions | | | — | | | | (0.31 | ) | | | (2.63 | ) | | | (0.86 | ) | |
Net Asset Value, End of Period | | $ | 13.66 | | | $ | 11.17 | | | $ | 14.43 | | | $ | 14.65 | | |
Total Return(6) | | | 22.29 | %(7) | | | (20.50 | )% | | | 16.95 | % | | | 55.45 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 76 | | | $ | 44 | | | $ | 18 | | | $ | 16 | | |
Ratio of Expenses Before Expense Limitation | | | 10.46 | %(8) | | | 12.68 | % | | | 20.29 | % | | | 25.34 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.79 | %(8)(9) | | | 0.80 | %(9) | | | 0.80 | %(9) | | | 0.80 | %(8)(9) | |
Ratio of Net Investment Income (Loss) | | | 0.08 | %(8)(9) | | | (0.06 | )%(9) | | | 0.07 | %(9) | | | 0.03 | %(8)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.00 | %(10) | | | 0.00 | %(10) | | | 0.00 | %(8)(10) | |
Portfolio Turnover Rate | | | 52 | %(7) | | | 57 | % | | | 70 | % | | | 68 | %(7) | |
(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) Not annualized.
(8) Annualized.
(9) 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."
(10) Amount is less than 0.005%.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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 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, 2023, the Subsidiary represented approximately $62,000 or approximately 1.19% 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/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) fixed income 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. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
service/vendor does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/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, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
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 | | $ | 79 | | | $ | — | | | $ | — | | | $ | 79 | | |
Broadline Retail | | | 371 | | | | — | | | | — | | | | 371 | | |
Capital Markets | | | 316 | | | | — | | | | — | | | | 316 | | |
Chemicals | | | 141 | | | | — | | | | — | | | | 141 | | |
Commercial Services & Supplies | | | 50 | | | | 179 | | | | — | | | | 229 | | |
Construction Materials | | | 31 | | | | — | | | | — | | | | 31 | | |
Consumer Staples Distribution & Retail | | | 170 | | | | — | | | | — | | | | 170 | | |
Distributors | | | 199 | | | | — | | | | — | | | | 199 | | |
Diversified Consumer Services | | | 42 | | | | — | | | | — | | | | 42 | | |
Entertainment | | | 43 | | | | — | | | | — | | | | 43 | | |
Food Products | | | 12 | | | | — | | | | — | | | | 12 | | |
Ground Transportation | | | 48 | | | | — | | | | — | | | | 48 | | |
Health Care Equipment & Supplies | | | 15 | | | | — | | | | — | | | | 15 | | |
Health Care Technology | | | 43 | | | | — | | | | — | | | | 43 | | |
Hotels, Restaurants & Leisure | | | 34 | | | | — | | | | — | | | | 34 | | |
Household Durables | | | 44 | | | | — | | | | — | | | | 44 | | |
Information Technology Services | | | 419 | | | | — | | | | — | | | | 419 | | |
Insurance | | | 120 | | | | — | | | | — | | | | 120 | | |
Interactive Media & Services | | | 173 | | | | — | | | | — | | | | 173 | | |
Life Sciences Tools & Services | | | 439 | | | | 175 | | | | — | | | | 614 | | |
Metals & Mining | | | 57 | | | | — | | | | — | | | | 57 | | |
Oil, Gas & Consumable Fuels | | | 55 | | | | — | | | | — | | | | 55 | | |
Personal Care Products | | | 21 | | | | — | | | | — | | | | 21 | | |
Pharmaceuticals | | | 252 | | | | — | | | | — | | | | 252 | | |
Semiconductors & Semiconductor Equipment | | | 73 | | | | — | | | | — | | | | 73 | | |
Software | | | 604 | | | | — | | | | — | | | | 604 | | |
Specialized REITs | | | 10 | | | | — | | | | — | | | | 10 | | |
Specialty Retail | | | 438 | | | | — | | | | — | | | | 438 | | |
Trading Companies & Distributors | | | 66 | | | | — | | | | — | | | | 66 | | |
Total Common Stocks | | | 4,365 | | | | 354 | | | | — | | | | 4,719 | | |
Investment Company | | | 57 | | | | — | | | | — | | | | 57 | | |
Call Options Purchased | | | — | | | | 12 | | | | — | | | | 12 | | |
Short-Term Investment | |
Investment Company | | | 132 | | | | — | | | | — | | | | 132 | | |
Total Assets | | $ | 4,554 | | | $ | 366 | | | $ | — | | | $ | 4,920 | | |
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 Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 U.S. 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. Derivative instruments used by the Fund will be counted towards the Fund's exposure in the types of securities listed herein to the extent they have economic characteristics similar to such securities. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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 writes an option, it sells to another party the right
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 12 | (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, 2023 in accordance with ASC 815:
Net Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (— | @)(a) | |
@ Value is less than $500.
(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.
At June 30, 2023, 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(b) (000) | | Liabilities(b) (000) | |
Purchased Options | | $ | 12 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(b) 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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2023:
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 | | $ | — | @ | | $ | — | | | $ | — | | | $ | — | @ | |
JPMorgan Chase Bank NA | | | 5 | | | | — | | | | — | | | | 5 | | |
Standard Chartered Bank | | | 7 | | | | — | | | | — | | | | 7 | | |
Total | | $ | 12 | | | $ | — | | | $ | — | | | $ | 12 | | |
@ 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, 2023, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 2,633,000 | | |
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: 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.
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 $1 billion | | Over $1 billion | |
| 0.65 | % | | | 0.60 | % | |
For the six months ended June 30, 2023, 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 0.85% 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, 2023, approximately $14,000 of advisory fees were waived and approximately $111,000 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the
Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $2,708,000 and $2,119,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended ended June 30, 2023.
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 prorata 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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 35 | | | $ | 1,648 | | | $ | 1,551 | | | $ | 2 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 132 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2023, 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 RIC 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 three-year period ended December 31, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 21 | | | $ | 68 | | | $ | 270 | | | $ | 366 | | |
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 net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 19 | | | $ | (19 | ) | |
At December 31, 2022, 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) | |
$ | — | | | $ | 141 | | |
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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 34.6%.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 cryptocurrencies 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: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden
and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 and for the period since its inception in March 2020. 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 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 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, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIPERMSAN
5846690 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
US Core Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,087.30 | | | $ | 1,020.83 | | | $ | 4.14 | | | $ | 4.01 | | | | 0.80 | % | |
US Core Portfolio Class A | | | 1,000.00 | | | | 1,085.60 | | | | 1,019.39 | | | | 5.64 | | | | 5.46 | | | | 1.09 | | |
US Core Portfolio Class C | | | 1,000.00 | | | | 1,081.70 | | | | 1,015.67 | | | | 9.50 | | | | 9.20 | | | | 1.84 | | |
US Core Portfolio Class R6 | | | 1,000.00 | | | | 1,087.20 | | | | 1,021.08 | | | | 3.88 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
US Core Portfolio
| | Shares | | Value (000) | |
Common Stocks (99.7%) | |
Banks (2.9%) | |
JPMorgan Chase & Co. | | | 43,945 | | | $ | 6,391 | | |
Building Products (1.6%) | |
Fortune Brands Innovations, Inc. | | | 48,263 | | | | 3,473 | | |
Capital Markets (4.0%) | |
Ameriprise Financial, Inc. | | | 26,584 | | | | 8,830 | | |
Commercial Services & Supplies (3.3%) | |
Waste Management, Inc. | | | 41,958 | | | | 7,276 | | |
Consumer Staples Distribution & Retail (4.4%) | |
Costco Wholesale Corp. | | | 16,821 | | | | 9,056 | | |
Dollar General Corp. | | | 3,241 | | | | 550 | | |
| | | 9,606 | | |
Containers & Packaging (1.7%) | |
Graphic Packaging Holding Co. | | | 153,815 | | | | 3,696 | | |
Distributors (1.8%) | |
Pool Corp. | | | 10,320 | | | | 3,866 | | |
Electric Utilities (3.1%) | |
NextEra Energy, Inc. | | | 92,019 | | | | 6,828 | | |
Financial Services (4.5%) | |
Jack Henry & Associates, Inc. | | | 16,038 | | | | 2,684 | | |
Mastercard, Inc., Class A | | | 18,668 | | | | 7,342 | | |
| | | 10,026 | | |
Health Care Equipment & Supplies (2.9%) | |
Edwards Lifesciences Corp. (a) | | | 69,031 | | | | 6,512 | | |
Hotels, Restaurants & Leisure (5.8%) | |
McDonald's Corp. | | | 29,722 | | | | 8,870 | | |
MGM Resorts International | | | 90,965 | | | | 3,995 | | |
| | | 12,865 | | |
Household Durables (1.3%) | |
Lennar Corp., Class A | | | 23,746 | | | | 2,976 | | |
Industrial REITs (0.7%) | |
Prologis, Inc. REIT | | | 12,243 | | | | 1,501 | | |
Insurance (6.2%) | |
Brown & Brown, Inc. | | | 99,738 | | | | 6,866 | | |
Progressive Corp. | | | 51,397 | | | | 6,803 | | |
| | | 13,669 | | |
Interactive Media & Services (7.4%) | |
Alphabet, Inc., Class A (a) | | | 136,140 | | | | 16,296 | | |
Life Sciences Tools & Services (4.5%) | |
Danaher Corp. | | | 18,966 | | | | 4,552 | | |
West Pharmaceutical Services, Inc. | | | 14,145 | | | | 5,410 | | |
| | | 9,962 | | |
Metals & Mining (1.8%) | |
Nucor Corp. | | | 24,082 | | | | 3,949 | | |
Oil, Gas & Consumable Fuels (5.0%) | |
Chevron Corp. | | | 47,693 | | | | 7,504 | | |
Valero Energy Corp. | | | 29,606 | | | | 3,473 | | |
| | | 10,977 | | |
| | Shares | | Value (000) | |
Personal Care Products (0.4%) | |
Estee Lauder Cos., Inc., Class A | | | 4,706 | | | $ | 924 | | |
Semiconductors & Semiconductor Equipment (4.4%) | |
Applied Materials, Inc. | | | 50,292 | | | | 7,269 | | |
Lam Research Corp. | | | 3,796 | | | | 2,441 | | |
| | | 9,710 | | |
Software (11.4%) | |
Microsoft Corp. | | | 64,034 | | | | 21,806 | | |
Tyler Technologies, Inc. (a) | | | 8,016 | | | | 3,339 | | |
| | | 25,145 | | |
Specialty Retail (6.1%) | |
Home Depot, Inc. | | | 16,429 | | | | 5,103 | | |
RH (a) | | | 3,686 | | | | 1,215 | | |
TJX Cos., Inc. | | | 83,224 | | | | 7,057 | | |
| | | 13,375 | | |
Tech Hardware, Storage & Peripherals (9.7%) | |
Apple, Inc. | | | 110,001 | | | | 21,337 | | |
Textiles, Apparel & Luxury Goods (1.8%) | |
Lululemon Athletica, Inc. (a) | | | 10,724 | | | | 4,059 | | |
Trading Companies & Distributors (3.0%) | |
United Rentals, Inc. | | | 14,974 | | | | 6,669 | | |
Total Common Stocks (Cost $180,248) | | | 219,918 | | |
Short-Term Investment (0.3%) | |
Investment Company (0.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $577) | | | 577,238 | | | | 577 | | |
Total Investments (100.0%) (Cost $180,825) (b) | | | 220,495 | | |
Other Assets in Excess of Liabilities (0.0%) | | | 11 | | |
Net Assets (100.0%) | | $ | 220,506 | | |
(a) Non-income producing security.
(b) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $40,867,000 and the aggregate gross unrealized depreciation is approximately $1,197,000, resulting in net unrealized appreciation of approximately $39,670,000.
REIT Real Estate Investment Trust.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 48.4 | % | |
Software | | | 11.4 | | |
Tech Hardware, Storage & Peripherals | | | 9.7 | | |
Interactive Media & Services | | | 7.4 | | |
Insurance | | | 6.2 | | |
Specialty Retail | | | 6.1 | | |
Hotels, Restaurants & Leisure | | | 5.8 | | |
Oil, Gas & Consumable Fuels | | | 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, 2023 (unaudited)
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $180,248) | | $ | 219,918 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $577) | | | 577 | | |
Total Investments in Securities, at Value (Cost $180,825) | | | 220,495 | | |
Receivable for Investments Sold | | | 1,409 | | |
Receivable for Fund Shares Sold | | | 292 | | |
Dividends Receivable | | | 37 | | |
Receivable from Affiliate | | | 2 | | |
Other Assets | | | 91 | | |
Total Assets | | | 222,326 | | |
Liabilities: | |
Payable for Investments Purchased | | | 1,343 | | |
Payable for Advisory Fees | | | 279 | | |
Payable for Fund Shares Redeemed | | | 101 | | |
Payable for Shareholder Services Fees — Class A | | | 8 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 25 | | |
Payable for Professional Fees | | | 25 | | |
Payable for Administration Fees | | | 14 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 8 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 2 | | |
Payable for Transfer Agency Fees — Class I | | | 3 | | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6 | | | — | @ | |
Payable for Custodian Fees | | | 2 | | |
Other Liabilities | | | 10 | | |
Total Liabilities | | | 1,820 | | |
Net Assets | | $ | 220,506 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 221,459 | | |
Total Accumulated Loss | | | (953 | ) | |
Net Assets | | $ | 220,506 | | |
CLASS I: | |
Net Assets | | $ | 147,520 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 6,928,847 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.29 | | |
CLASS A: | |
Net Assets | | $ | 42,400 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,013,239 | | |
Net Asset Value, Redemption Price Per Share | | $ | 21.06 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.17 | | |
Maximum Offering Price Per Share | | $ | 22.23 | | |
CLASS C: | |
Net Assets | | $ | 30,571 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,518,985 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 20.13 | | |
CLASS R6: | |
Net Assets | | $ | 15 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 687 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.31 | | |
@ 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, 2023 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers | | $ | 1,433 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 53 | | |
Total Investment Income | | | 1,486 | | |
Expenses: | |
Advisory Fees (Note B) | | | 684 | | |
Shareholder Services Fees — Class A (Note D) | | | 52 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 175 | | |
Sub Transfer Agency Fees — Class I | | | 71 | | |
Sub Transfer Agency Fees — Class A | | | 16 | | |
Sub Transfer Agency Fees — Class C | | | 14 | | |
Administration Fees (Note C) | | | 91 | | |
Professional Fees | | | 65 | | |
Registration Fees | | | 29 | | |
Shareholder Reporting Fees | | | 13 | | |
Custodian Fees (Note F) | | | 6 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 4 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 3 | | |
Total Expenses | | | 1,230 | | |
Waiver of Advisory Fees (Note B) | | | (43 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (34 | ) | |
Reimbursement of Class Specific Expenses — Class R6 (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (2 | ) | |
Net Expenses | | | 1,150 | | |
Net Investment Income | | | 336 | | |
Realized Loss: | |
Investments Sold | | | (31,067 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 47,759 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 47,759 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 16,692 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 17,028 | | |
@ 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, 2023
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 336 | | | $ | 263 | | |
Net Realized Loss | | | (31,067 | ) | | | (9,637 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 47,759 | | | | (36,749 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 17,028 | | | | (46,123 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (314 | ) | |
Class A | | | — | | | | (22 | ) | |
Class C | | | — | | | | (20 | ) | |
Class R6* | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (356 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 70,489 | | | | 175,410 | | |
Distributions Reinvested | | | — | | | | 314 | | |
Redeemed | | | (85,241 | ) | | | (105,002 | ) | |
Class A: | |
Subscribed | | | 3,659 | | | | 37,936 | | |
Distributions Reinvested | | | — | | | | 22 | | |
Redeemed | | | (6,454 | ) | | | (22,403 | ) | |
Class C: | |
Subscribed | | | 2,206 | | | | 32,309 | | |
Distributions Reinvested | | | — | | | | 20 | | |
Redeemed | | | (10,707 | ) | | | (10,256 | ) | |
Class R6:* | |
Subscribed | | | 13 | | | | 20 | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (8 | ) | | | (272 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (26,043 | ) | | | 108,098 | | |
Total Increase (Decrease) in Net Assets | | | (9,015 | ) | | | 61,619 | | |
Net Assets: | |
Beginning of Period | | | 229,521 | | | | 167,902 | | |
End of Period | | $ | 220,506 | | | $ | 229,521 | | |
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 3,487 | | | | 8,220 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 16 | | |
Shares Redeemed | | | (4,269 | ) | | | (5,010 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (782 | ) | | | 3,226 | | |
Class A: | |
Shares Subscribed | | | 183 | | | | 1,812 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (325 | ) | | | (1,081 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (142 | ) | | | 732 | | |
Class C: | |
Shares Subscribed | | | 113 | | | | 1,538 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (567 | ) | | | (527 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (454 | ) | | | 1,012 | | |
Class R6:* | |
Shares Subscribed | | | 1 | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (— | @@) | | | (12 | ) | |
Net Increase (Decrease) in Class R6 Shares Outstanding | | | — | @@ | | | (11 | ) | |
* 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, 2023
Financial Highlights
US Core Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 19.58 | | | $ | 24.59 | | | $ | 18.09 | | | $ | 14.61 | | | $ | 10.89 | | | $ | 12.41 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.05 | | | | 0.08 | | | | 0.05 | | | | 0.06 | | | | 0.09 | | | | 0.11 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.66 | | | | (5.05 | ) | | | 6.46 | | | | 3.47 | | | | 3.82 | | | | (1.47 | ) | |
Total from Investment Operations | | | 1.71 | | | | (4.97 | ) | | | 6.51 | | | | 3.53 | | | | 3.91 | | | | (1.36 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.03 | ) | | | (0.01 | ) | | | — | | | | (0.09 | ) | | | (0.05 | ) | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | |
Total Distributions | | | — | | | | (0.04 | ) | | | (0.01 | ) | | | (0.05 | ) | | | (0.19 | ) | | | (0.16 | ) | |
Net Asset Value, End of Period | | $ | 21.29 | | | $ | 19.58 | | | $ | 24.59 | | | $ | 18.09 | | | $ | 14.61 | | | $ | 10.89 | | |
Total Return(2) | | | 8.73 | %(3) | | | (20.21 | )% | | | 35.99 | % | | | 24.20 | % | | | 36.01 | % | | | (11.00 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 147,520 | | | $ | 151,003 | | | $ | 110,286 | | | $ | 20,377 | | | $ | 13,086 | | | $ | 7,532 | | |
Ratio of Expenses Before Expense Limitation | | | 0.88 | %(4) | | | 0.95 | % | | | 1.07 | % | | | 1.97 | % | | | 2.09 | % | | | 2.31 | % | |
Ratio of Expenses After Expense Limitation | | | 0.80 | %(4)(5) | | | 0.80 | %(5) | | | 0.80 | %(5) | | | 0.80 | %(5) | | | 0.78 | %(5) | | | 0.80 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.80 | %(5) | | | 0.80 | %(5) | | | 0.79 | %(5) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.51 | %(4)(5) | | | 0.37 | %(5) | | | 0.21 | %(5) | | | 0.42 | %(5) | | | 0.71 | %(5) | | | 0.86 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 31 | %(3) | | | 23 | % | | | 26 | % | | | 54 | % | | | 69 | % | | | 60 | % | |
(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) Not annualized.
(4) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
US Core Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 19.40 | | | $ | 24.39 | | | $ | 17.99 | | | $ | 14.58 | | | $ | 10.86 | | | $ | 12.38 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.02 | | | | 0.01 | | | | (0.01 | ) | | | 0.01 | | | | 0.05 | | | | 0.07 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.64 | | | | (4.99 | ) | | | 6.41 | | | | 3.45 | | | | 3.82 | | | | (1.47 | ) | |
Total from Investment Operations | | | 1.66 | | | | (4.98 | ) | | | 6.40 | | | | 3.46 | | | | 3.87 | | | | (1.40 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.05 | ) | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | |
Total Distributions | | | — | | | | (0.01 | ) | | | — | | | | (0.05 | ) | | | (0.15 | ) | | | (0.12 | ) | |
Net Asset Value, End of Period | | $ | 21.06 | | | $ | 19.40 | | | $ | 24.39 | | | $ | 17.99 | | | $ | 14.58 | | | $ | 10.86 | | |
Total Return(2) | | | 8.56 | %(3) | | | (20.42 | )% | | | 35.58 | % | | | 23.77 | % | | | 35.68 | % | | | (11.35 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 42,400 | | | $ | 41,802 | | | $ | 34,693 | | | $ | 5,807 | | | $ | 3,393 | | | $ | 1,833 | | |
Ratio of Expenses Before Expense Limitation | | | 1.13 | %(4) | | | 1.19 | % | | | 1.36 | % | | | 2.29 | % | | | 2.46 | % | | | 2.68 | % | |
Ratio of Expenses After Expense Limitation | | | 1.09 | %(4)(5) | | | 1.09 | %(5) | | | 1.09 | %(5) | | | 1.12 | %(5) | | | 1.15 | %(5) | | | 1.15 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.09 | %(5) | | | 1.09 | %(5) | | | 1.11 | %(5) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.22 | %(4)(5) | | | 0.07 | %(5) | | | (0.06 | )%(5) | | | 0.07 | %(5) | | | 0.34 | %(5) | | | 0.55 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 31 | %(3) | | | 23 | % | | | 26 | % | | | 54 | % | | | 69 | % | | | 60 | % | |
(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) Not annualized.
(4) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
US Core Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 18.61 | | | $ | 23.56 | | | $ | 17.51 | | | $ | 14.30 | | | $ | 10.70 | | | $ | 12.28 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(1) | | | (0.05 | ) | | | (0.13 | ) | | | (0.17 | ) | | | (0.10 | ) | | | (0.05 | ) | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 1.57 | | | | (4.81 | ) | | | 6.22 | | | | 3.36 | | | | 3.75 | | | | (1.44 | ) | |
Total from Investment Operations | | | 1.52 | | | | (4.94 | ) | | | 6.05 | | | | 3.26 | | | | 3.70 | | | | (1.47 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | |
Net Asset Value, End of Period | | $ | 20.13 | | | $ | 18.61 | | | $ | 23.56 | | | $ | 17.51 | | | $ | 14.30 | | | $ | 10.70 | | |
Total Return(2) | | | 8.17 | %(3) | | | (20.97 | )% | | | 34.55 | % | | | 22.84 | % | | | 34.50 | % | | | (11.94 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 30,571 | | | $ | 36,707 | | | $ | 22,638 | | | $ | 3,353 | | | $ | 2,489 | | | $ | 1,563 | | |
Ratio of Expenses Before Expense Limitation | | | 1.88 | %(4) | | | 1.91 | % | | | 2.12 | % | | | 3.07 | % | | | 3.23 | % | | | 3.44 | % | |
Ratio of Expenses After Expense Limitation | | | 1.84 | %(4)(5) | | | 1.81 | %(5) | | | 1.84 | %(5) | | | 1.90 | %(5) | | | 1.90 | %(5) | | | 1.90 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.81 | %(5) | | | 1.84 | %(5) | | | 1.90 | %(5) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.54 | )%(4)(5) | | | (0.65 | )%(5) | | | (0.80 | )%(5) | | | (0.68 | )%(5) | | | (0.39 | )%(5) | | | (0.22 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 31 | %(3) | | | 23 | % | | | 26 | % | | | 54 | % | | | 69 | % | | | 60 | % | |
(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) Not annualized.
(4) Annualized.
(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%.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
US Core Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 19.60 | | | $ | 24.61 | | | $ | 18.10 | | | $ | 14.61 | | | $ | 10.88 | | | $ | 12.41 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.06 | | | | 0.06 | | | | 0.06 | | | | 0.07 | | | | 0.10 | | | | 0.12 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.65 | | | | (5.02 | ) | | | 6.47 | | | | 3.47 | | | | 3.83 | | | | (1.48 | ) | |
Total from Investment Operations | | | 1.71 | | | | (4.96 | ) | | | 6.53 | | | | 3.54 | | | | 3.93 | | | | (1.36 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.04 | ) | | | (0.02 | ) | | | — | | | | (0.10 | ) | | | (0.06 | ) | |
Net Realized Gain | | | — | | | | (0.01 | ) | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | |
Total Distributions | | | — | | | | (0.05 | ) | | | (0.02 | ) | | | (0.05 | ) | | | (0.20 | ) | | | (0.17 | ) | |
Net Asset Value, End of Period | | $ | 21.31 | | | $ | 19.60 | | | $ | 24.61 | | | $ | 18.10 | | | $ | 14.61 | | | $ | 10.88 | | |
Total Return(3) | | | 8.72 | %(4) | | | (20.16 | )% | | | 36.06 | % | | | 24.27 | % | | | 36.17 | % | | | (11.04 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 15 | | | $ | 9 | | | $ | 285 | | | $ | 18 | | | $ | 26 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 24.89 | %(5) | | | 3.92 | % | | | 2.20 | % | | | 13.73 | % | | | 16.90 | % | | | 16.44 | % | |
Ratio of Expenses After Expense Limitation | | | 0.75 | %(5)(6) | | | 0.75 | %(6) | | | 0.75 | %(6) | | | 0.75 | %(6) | | | 0.75 | %(6) | | | 0.75 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.75 | %(6) | | | 0.75 | %(6) | | | 0.75 | %(6) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.56 | %(5)(6) | | | 0.28 | %(6) | | | 0.25 | %(6) | | | 0.50 | %(6) | | | 0.74 | %(6) | | | 0.92 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 31 | %(4) | | | 23 | % | | | 26 | % | | | 54 | % | | | 69 | % | | | 60 | % | |
(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) 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.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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 funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for determining fair value and to make the actual calculations pursuant to the fair valuation methodologies
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | 6,391 | | | $ | — | | | $ | — | | | $ | 6,391 | | |
Building Products | | | 3,473 | | | | — | | | | — | | | | 3,473 | | |
Capital Markets | | | 8,830 | | | | — | | | | — | | | | 8,830 | | |
Commercial Services & Supplies | | | 7,276 | | | | — | | | | — | | | | 7,276 | | |
Consumer Staples Distribution & Retail | | | 9,606 | | | | — | | | | — | | | | 9,606 | | |
Containers & Packaging | | | 3,696 | | | | — | | | | — | | | | 3,696 | | |
Distributors | | | 3,866 | | | | — | | | | — | | | | 3,866 | | |
Electric Utilities | | | 6,828 | | | | — | | | | — | | | | 6,828 | | |
Financial Services | | | 10,026 | | | | — | | | | — | | | | 10,026 | | |
Health Care Equipment & Supplies | | | 6,512 | | | | — | | | | — | | | | 6,512 | | |
Hotels, Restaurants & Leisure | | | 12,865 | | | | — | | | | — | | | | 12,865 | | |
Household Durables | | | 2,976 | | | | — | | | | — | | | | 2,976 | | |
Industrial REITs | | | 1,501 | | | | — | | | | — | | | | 1,501 | | |
Insurance | | | 13,669 | | | | — | | | | — | | | | 13,669 | | |
Interactive Media & Services | | | 16,296 | | | | — | | | | — | | | | 16,296 | | |
Life Sciences Tools & Services | | | 9,962 | | | | — | | | | — | | | | 9,962 | | |
Metals & Mining | | | 3,949 | | | | — | | | | — | | | | 3,949 | | |
Oil, Gas & Consumable Fuels | | | 10,977 | | | | — | | | | — | | | | 10,977 | | |
Personal Care Products | | | 924 | | | | — | | | | — | | | | 924 | | |
Semiconductors & Semiconductor Equipment | | | 9,710 | | | | — | | | | — | | | | 9,710 | | |
Software | | | 25,145 | | | | — | | | | — | | | | 25,145 | | |
Specialty Retail | | | 13,375 | | | | — | | | | — | | | | 13,375 | | |
Tech Hardware, Storage & Peripherals | | | 21,337 | | | | — | | | | — | | | | 21,337 | | |
Textiles, Apparel & Luxury Goods | | | 4,059 | | | | — | | | | — | | | | 4,059 | | |
Trading Companies & Distributors | | | 6,669 | | | | — | | | | — | | | | 6,669 | | |
Total Common Stocks | | | 219,918 | | | | — | | | | — | | | | 219,918 | | |
Short-Term Investment | |
Investment Company | | | 577 | | | | — | | | | — | | | | 577 | | |
Total Assets | | $ | 220,495 | | | $ | — | | | $ | — | | | $ | 220,495 | | |
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to 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.
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, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.56% 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, 2023, approximately $43,000 of advisory fees were waived and approximately $35,000 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
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $71,189,000 and $92,642,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 4,147 | | | $ | 48,191 | | | $ | 51,761 | | | $ | 53 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 577 | | |
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, 2023, 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
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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. Generally, each of the tax years in the four-year period ended December 31, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 236 | | | $ | 120 | | | $ | 40 | | | $ | — | | |
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, 2022.
At December 31, 2022, 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) | |
$ | 54 | | | $ | — | | |
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $5,171,000 and $650,000, 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 64.0%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIUSCPSAN
5853733 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
U.S. Focus Real Estate Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,050.10 | | | $ | 1,020.33 | | | $ | 4.57 | | | $ | 4.51 | | | | 0.90 | % | |
U.S. Focus Real Estate Portfolio Class A | | | 1,000.00 | | | | 1,048.00 | | | | 1,018.60 | | | | 6.35 | | | | 6.26 | | | | 1.25 | | |
U.S. Focus Real Estate Portfolio Class C | | | 1,000.00 | | | | 1,043.50 | | | | 1,014.88 | | | | 10.13 | | | | 9.99 | | | | 2.00 | | |
U.S. Focus Real Estate Portfolio Class R6 | | | 1,000.00 | | | | 1,050.30 | | | | 1,020.58 | | | | 4.32 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
U.S. Focus Real Estate Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.4%) | |
Apartments (10.0%) | |
AvalonBay Communities, Inc. REIT | | | 1,087 | | | $ | 206 | | |
Essex Property Trust, Inc. REIT | | | 453 | | | | 106 | | |
Mid-America Apartment Communities, Inc. REIT | | | 818 | | | | 124 | | |
| | | 436 | | |
Data Centers (12.5%) | |
Digital Realty Trust, Inc. REIT | | | 1,623 | | | | 185 | | |
Equinix, Inc. REIT | | | 460 | | | | 360 | | |
| | | 545 | | |
Free Standing (8.0%) | |
Agree Realty Corp. REIT | | | 1,450 | | | | 95 | | |
NETSTREIT Corp. REIT | | | 3,897 | | | | 69 | | |
Realty Income Corp. REIT | | | 3,089 | | | | 185 | | |
| | | 349 | | |
Gaming REITs (3.7%) | |
VICI Properties, Inc. REIT | | | 5,172 | | | | 163 | | |
Health Care (9.0%) | |
Welltower, Inc. REIT | | | 4,823 | | | | 390 | | |
Industrial (15.3%) | |
Americold Realty Trust, Inc. REIT | | | 3,349 | | | | 108 | | |
Prologis, Inc. REIT | | | 3,880 | | | | 476 | | |
Rexford Industrial Realty, Inc. REIT | | | 1,613 | | | | 84 | | |
| | | 668 | | |
Infrastructure (12.4%) | |
American Tower Corp. REIT | | | 2,096 | | | | 406 | | |
SBA Communications Corp. REIT | | | 585 | | | | 136 | | |
| | | 542 | | |
Lodging/Resorts (2.2%) | |
Boyd Gaming Corp. | | | 1,386 | | | | 96 | | |
Regional Malls (4.1%) | |
Simon Property Group, Inc. REIT | | | 1,530 | | | | 177 | | |
Self Storage (7.1%) | |
Public Storage REIT | | | 1,051 | | | | 307 | | |
Shopping Centers (5.2%) | |
Brixmor Property Group, Inc. REIT | | | 5,107 | | | | 112 | | |
Kite Realty Group Trust REIT | | | 5,164 | | | | 116 | | |
| | | 228 | | |
Single Family Homes (6.4%) | |
American Homes 4 Rent,Class A REIT | | | 7,786 | | | | 276 | | |
Specialty (2.5%) | |
Iron Mountain, Inc. REIT | | | 1,919 | | | | 109 | | |
Total Common Stocks (Cost $4,338) | | | 4,286 | | |
| | Shares | | Value (000) | |
Short-Term Investment (0.3%) | |
Investment Company (0.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $12) | | | 12,154 | | | $ | 12 | | |
Total Investments (98.7%) (Cost $4,350) (a) | | | 4,298 | | |
Other Assets in Excess of Liabilities (1.3%) | | | 58 | | |
Net Assets (100.0%) | | $ | 4,356 | | |
(a) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $154,000 and the aggregate gross unrealized depreciation is approximately $206,000, resulting in net unrealized depreciation of approximately $52,000.
REIT Real Estate Investment Trust.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Industrial | | | 15.5 | % | |
Other* | | | 12.9 | | |
Data Centers | | | 12.7 | | |
Infrastructure | | | 12.6 | | |
Apartments | | | 10.2 | | |
Health Care | | | 9.1 | | |
Free Standing | | | 8.1 | | |
Self Storage | | | 7.2 | | |
Single Family Homes | | | 6.4 | | |
Shopping Centers | | | 5.3 | | |
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, 2023 (unaudited)
U.S. Focus Real Estate Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $4,338) | | $ | 4,286 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $12) | | | 12 | | |
Total Investments in Securities, at Value (Cost $4,350) | | | 4,298 | | |
Due from Adviser | | | 46 | | |
Dividends Receivable | | | 12 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 40 | | |
Total Assets | | | 4,396 | | |
Liabilities: | |
Payable for Professional Fees | | | 21 | | |
Payable for Custodian Fees | | | 1 | | |
Payable for Administration Fees | | | — | @ | |
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 | | | — | @ | |
Other Liabilities | | | 18 | | |
Total Liabilities | | | 40 | | |
Net Assets | | $ | 4,356 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 5,133 | | |
Total Accumulated Loss | | | (777 | ) | |
Net Assets | | $ | 4,356 | | |
CLASS I: | |
Net Assets | | $ | 4,226 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 499,838 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.46 | | |
CLASS A: | |
Net Assets | | $ | 43 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,125 | | |
Net Asset Value, Redemption Price Per Share | | $ | 8.45 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.47 | | |
Maximum Offering Price Per Share | | $ | 8.92 | | |
CLASS C: | |
Net Assets | | $ | 43 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,066 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.43 | | |
CLASS R6: | |
Net Assets | | $ | 44 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,156 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.46 | | |
@ 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, 2023 (unaudited)
U.S. Focus Real Estate Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $—@ of Foreign Taxes Withheld) | | $ | 76 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 1 | | |
Income from Securities Loaned — Net | | | — | @ | |
Total Investment Income | | | 77 | | |
Expenses: | |
Professional Fees | | | 67 | | |
Registration Fees | | | 23 | | |
Advisory Fees (Note B) | | | 15 | | |
Shareholder Reporting Fees | | | 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 | | |
Administration Fees (Note C) | | | 2 | | |
Custodian Fees (Note F) | | | 2 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | — | @ | |
Shareholder Services Fees — Class A (Note D) | | | — | @ | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Sub Transfer Agency Fees — Class I | | | — | @ | |
Other Expenses | | | 3 | | |
Total Expenses | | | 122 | | |
Expenses Reimbursed by Adviser (Note B) | | | (85 | ) | |
Waiver of Advisory Fees (Note B) | | | (15 | ) | |
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 | | | 19 | | |
Net Investment Income | | | 58 | | |
Realized Loss: | |
Investments Sold | | | (157 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 306 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 149 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 207 | | |
@ 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, 2023
U.S. Focus Real Estate Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 58 | | | $ | 79 | | |
Net Realized Loss | | | (157 | ) | | | (624 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 306 | | | | (1,038 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 207 | | | | (1,583 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | (23 | ) | | | (95 | ) | |
Class A | | | (— | @) | | | (1 | ) | |
Class C | | | (— | @) | | | (— | @) | |
Class R6* | | | (— | @) | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | (23 | ) | | | (97 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | — | | | | 18 | | |
Distributions Reinvested | | | 23 | | | | 95 | | |
Redeemed | | | — | | | | (16 | ) | |
Class A: | |
Distributions Reinvested | | | — | @ | | | 1 | | |
Class C: | |
Distributions Reinvested | | | — | @ | | | — | @ | |
Class R6:* | |
Distributions Reinvested | | | — | @ | | | 1 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 23 | | | | 99 | | |
Total Increase (Decrease) in Net Assets | | | 207 | | | | (1,581 | ) | |
Net Assets: | |
Beginning of Period | | | 4,149 | | | | 5,730 | | |
End of Period | | $ | 4,356 | | | $ | 4,149 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | — | | | | 2 | | |
Shares Issued on Distributions Reinvested | | | 3 | | | | 11 | | |
Shares Redeemed | | | — | | | | (2 | ) | |
Net Increase in Class I Shares Outstanding | | | 3 | | | | 11 | | |
Class A: | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
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.
@@ 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, 2023
Financial Highlights
U.S. Focus Real Estate Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period from September 30, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 8.10 | | | $ | 11.43 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.11 | | | | 0.16 | | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.30 | | | | (3.30 | ) | | | 1.44 | | |
Total from Investment Operations | | | 0.41 | | | | (3.14 | ) | | | 1.46 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.05 | ) | | | (0.12 | ) | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (0.07 | ) | | | — | | |
Total Distributions | | | (0.05 | ) | | | (0.19 | ) | | | (0.03 | ) | |
Net Asset Value, End of Period | | $ | 8.46 | | | $ | 8.10 | | | $ | 11.43 | | |
Total Return(3) | | | 5.01 | %(4) | | | (27.56 | )% | | | 14.62 | %(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,226 | | | $ | 4,025 | | | $ | 5,559 | | |
Ratio of Expenses Before Expense Limitation | | | 5.62 | %(5) | | | 7.46 | % | | | 8.45 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 0.90 | %(5)(6) | | | 0.89 | %(6) | | | 0.89 | %(5)(6) | |
Ratio of Net Investment Income | | | 2.75 | %(5)(6) | | | 1.68 | %(6) | | | 0.92 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 38 | %(4) | | | 99 | % | | | 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.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
U.S. Focus Real Estate Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period from September 30, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 8.10 | | | $ | 11.43 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.10 | | | | 0.12 | | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.29 | | | | (3.29 | ) | | | 1.43 | | |
Total from Investment Operations | | | 0.39 | | | | (3.17 | ) | | | 1.45 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.04 | ) | | | (0.09 | ) | | | (0.02 | ) | |
Net Realized Gain | | | — | | | | (0.07 | ) | | | — | | |
Total Distributions | | | (0.04 | ) | | | (0.16 | ) | | | (0.02 | ) | |
Net Asset Value, End of Period | | $ | 8.45 | | | $ | 8.10 | | | $ | 11.43 | | |
Total Return(3) | | | 4.80 | %(4) | | | (27.83 | )% | | | 14.51 | %(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 43 | | | $ | 41 | | | $ | 57 | | |
Ratio of Expenses Before Expense Limitation | | | 10.43 | %(5) | | | 11.91 | % | | | 11.91 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 1.25 | %(5)(6) | | | 1.25 | %(6) | | | 1.25 | %(5)(6) | |
Ratio of Net Investment Income | | | 2.39 | %(5)(6) | | | 1.32 | %(6) | | | 0.56 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(7) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 38 | %(4) | | | 99 | % | | | 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.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
U.S. Focus Real Estate Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period from September 30, 2021(1) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 8.10 | | | $ | 11.43 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.07 | | | | 0.05 | | | | (0.01 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.28 | | | | (3.29 | ) | | | 1.44 | | |
Total from Investment Operations | | | 0.35 | | | | (3.24 | ) | | | 1.43 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.02 | ) | | | (0.02 | ) | | | (0.00 | )(3) | |
Net Realized Gain | | | — | | | | (0.07 | ) | | | — | | |
Total Distributions | | | (0.02 | ) | | | (0.09 | ) | | | (0.00 | )(3) | |
Net Asset Value, End of Period | | $ | 8.43 | | | $ | 8.10 | | | $ | 11.43 | | |
Total Return(4) | | | 4.35 | %(5) | | | (28.39 | )% | | | 14.30 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 43 | | | $ | 41 | | | $ | 57 | | |
Ratio of Expenses Before Expense Limitation | | | 11.23 | %(6) | | | 12.69 | % | | | 12.67 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 2.00 | %(6)(7) | | | 2.00 | %(7) | | | 2.00 | %(6)(7) | |
Ratio of Net Investment Income (Loss) | | | 1.64 | %(6)(7) | | | 0.57 | %(7) | | | (0.19 | )%(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 38 | %(5) | | | 99 | % | | | 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.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
U.S. Focus Real Estate Portfolio
| | Class R6(1) | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period from September 30, 2021(2) to December 31, 2021 | |
Net Asset Value, Beginning of Period | | $ | 8.10 | | | $ | 11.43 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(3) | | | 0.11 | | | | 0.16 | | | | 0.03 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.30 | | | | (3.30 | ) | | | 1.43 | | |
Total from Investment Operations | | | 0.41 | | | | (3.14 | ) | | | 1.46 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.05 | ) | | | (0.12 | ) | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (0.07 | ) | | | — | | |
Total Distributions | | | (0.05 | ) | | | (0.19 | ) | | | (0.03 | ) | |
Net Asset Value, End of Period | | $ | 8.46 | | | $ | 8.10 | | | $ | 11.43 | | |
Total Return(4) | | | 5.03 | %(5) | | | (27.53 | )% | | | 14.63 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 44 | | | $ | 42 | | | $ | 57 | | |
Ratio of Expenses Before Expense Limitation | | | 10.83 | %(6) | | | 11.65 | % | | | 11.65 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(6)(7) | | | 0.85 | %(7) | | | 0.85 | %(6)(7) | |
Ratio of Net Investment Income | | | 2.79 | %(6)(7) | | | 1.72 | %(7) | | | 0.95 | %(6)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 38 | %(5) | | | 99 | % | | | 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.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | 436 | | | $ | — | | | $ | — | | | $ | 436 | | |
Data Centers | | | 545 | | | | — | | | | — | | | | 545 | | |
Free Standing | | | 349 | | | | — | | | | — | | | | 349 | | |
Gaming REITs | | | 163 | | | | — | | | | — | | | | 163 | | |
Health Care | | | 390 | | | | — | | | | — | | | | 390 | | |
Industrial | | | 668 | | | | — | | | | — | | | | 668 | | |
Infrastructure | | | 542 | | | | — | | | | — | | | | 542 | | |
Lodging/Resorts | | | 96 | | | | — | | | | — | | | | 96 | | |
Regional Malls | | | 177 | | | | — | | | | — | | | | 177 | | |
Self Storage | | | 307 | | | | — | | | | — | | | | 307 | | |
Shopping Centers | | | 228 | | | | — | | | | — | | | | 228 | | |
Single Family Homes | | | 276 | | | | — | | | | — | | | | 276 | | |
Specialty | | | 109 | | | | — | | | | — | | | | 109 | | |
Total Common Stocks | | | 4,286 | | | | — | | | | — | | | | 4,286 | | |
Short-Term Investment | |
Investment Company | | | 12 | | | | — | | | | — | | | | 12 | | |
Total Assets | | $ | 4,298 | | | $ | — | | | $ | — | | | $ | 4,298 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. 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
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
At June 30, 2023, the Fund did not have any outstanding securities on loan.
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 quarterly. 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.
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, 2023, 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, 2023, approximately $15,000 of advisory fees were waived and approximately $88,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement.
For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $1,660,000 and $1,636,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 115 | | | $ | 256 | | | $ | 359 | | | $ | 1 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 12 | | |
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
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2023, 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 two-year period ended December 31, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 94 | | | $ | 3 | | | $ | 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, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | — | @ | | $ | (— | @) | |
@ Amount is less than $500.
At December 31, 2022, 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) | |
$ | 21 | | | $ | — | | |
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $456,000 and $153,000, 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, the Fund did not have record owners of 10% or greater.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 for the period since its inception in September 2021. 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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIUSFRESAN
5853717 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
U.S. Real Estate
Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | | 16 | | |
Investment Advisory Agreement Approval | | | 23 | | |
Liquidity Risk Management Program | | | 25 | | |
U.S. Customer Privacy Notice | | | 26 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,072.10 | | | $ | 1,020.33 | | | $ | 4.62 | | | $ | 4.51 | | | | 0.90 | % | |
U.S. Real Estate Portfolio Class A | | | 1,000.00 | | | | 1,071.30 | | | | 1,018.60 | | | | 6.42 | | | | 6.26 | | | | 1.25 | | |
U.S. Real Estate Portfolio Class L | | | 1,000.00 | | | | 1,067.30 | | | | 1,016.12 | | | | 8.97 | | | | 8.75 | | | | 1.75 | | |
U.S. Real Estate Portfolio Class C | | | 1,000.00 | | | | 1,067.30 | | | | 1,014.88 | | | | 10.25 | | | | 9.99 | | | | 2.00 | | |
U.S. Real Estate Portfolio Class R6 | | | 1,000.00 | | | | 1,072.30 | | | | 1,020.68 | | | | 4.26 | | | | 4.16 | | | | 0.83 | | |
U.S. Real Estate Portfolio Class IR | | | 1,000.00 | | | | 1,072.30 | | | | 1,020.68 | | | | 4.26 | | | | 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.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
U.S. Real Estate Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.6%) | |
Apartments (12.1%) | |
AvalonBay Communities, Inc. REIT | | | 11,013 | | | $ | 2,084 | | |
Essex Property Trust, Inc. REIT | | | 3,272 | | | | 767 | | |
Mid-America Apartment Communities, Inc. REIT | | | 5,719 | | | | 869 | | |
| | | 3,720 | | |
Data Centers (12.9%) | |
Digital Realty Trust, Inc. REIT | | | 12,195 | | | | 1,389 | | |
Equinix, Inc. REIT | | | 3,275 | | | | 2,567 | | |
| | | 3,956 | | |
Free Standing (7.9%) | |
Agree Realty Corp. REIT | | | 8,996 | | | | 588 | | |
NETSTREIT Corp. REIT | | | 18,653 | | | | 334 | | |
Realty Income Corp. REIT | | | 25,255 | | | | 1,510 | | |
| | | 2,432 | | |
Gaming REITs (4.5%) | |
VICI Properties, Inc. REIT | | | 43,989 | | | | 1,383 | | |
Health Care (10.0%) | |
Ventas, Inc. REIT | | | 19,165 | | | | 906 | | |
Welltower, Inc. REIT | | | 26,778 | | | | 2,166 | | |
| | | 3,072 | | |
Industrial (17.4%) | |
Americold Realty Trust, Inc. REIT | | | 19,850 | | | | 641 | | |
Prologis, Inc. REIT | | | 34,593 | | | | 4,242 | | |
Rexford Industrial Realty, Inc. REIT | | | 8,695 | | | | 454 | | |
| | | 5,337 | | |
Lodging/Resorts (3.1%) | |
Boyd Gaming Corp. | | | 3,303 | | | | 229 | | |
Host Hotels & Resorts, Inc. REIT | | | 43,668 | | | | 735 | | |
| | | 964 | | |
Manufactured Homes (2.8%) | |
Sun Communities, Inc. REIT | | | 6,515 | | | | 850 | | |
Office (1.1%) | |
Alexandria Real Estate Equities, Inc. REIT | | | 3,036 | | | | 345 | | |
Regional Malls (4.3%) | |
Simon Property Group, Inc. REIT | | | 11,399 | | | | 1,316 | | |
Self Storage (8.9%) | |
Life Storage, Inc. REIT | | | 7,087 | | | | 942 | | |
Public Storage REIT | | | 6,070 | | | | 1,772 | | |
| | | 2,714 | | |
Shopping Centers (6.3%) | |
Brixmor Property Group, Inc. REIT | | | 36,737 | | | | 808 | | |
Kite Realty Group Trust REIT | | | 37,275 | | | | 833 | | |
RPT Realty REIT | | | 29,127 | | | | 304 | | |
| | | 1,945 | | |
Single Family Homes (4.7%) | |
American Homes 4 Rent, Class A REIT | | | 40,626 | | | | 1,440 | | |
Specialty (2.6%) | |
Iron Mountain, Inc. REIT | | | 14,230 | | | | 808 | | |
Total Common Stocks (Cost $28,150) | | | 30,282 | | |
| | Shares | | Value (000) | |
Short-Term Investment (0.9%) | |
Investment Company (0.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $269) | | | 268,702 | | | $ | 269 | | |
Total Investments (99.5%) (Cost $28,419) (a) | | | 30,551 | | |
Other Assets in Excess of Liabilities (0.5%) | | | 145 | | |
Net Assets (100.0%) | | $ | 30,696 | | |
(a) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $3,551,000 and the aggregate gross unrealized depreciation is approximately $1,419,000, resulting in net unrealized appreciation of approximately $2,132,000.
REIT Real Estate Investment Trust.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 24.1 | % | |
Industrial | | | 17.5 | | |
Data Centers | | | 12.9 | | |
Apartments | | | 12.2 | | |
Health Care | | | 10.1 | | |
Self Storage | | | 8.9 | | |
Free Standing | | | 7.9 | | |
Shopping Centers | | | 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 financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
U.S. Real Estate Portfolio
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $28,150) | | $ | 30,282 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $269) | | | 269 | | |
Total Investments in Securities, at Value (Cost $28,419) | | | 30,551 | | |
Foreign Currency, at Value (Cost $3) | | | 3 | | |
Dividends Receivable | | | 98 | | |
Due from Adviser | | | 33 | | |
Receivable for Fund Shares Sold | | | 4 | | |
Receivable from Affiliate | | | 1 | | |
Other Assets | | | 87 | | |
Total Assets | | | 30,777 | | |
Liabilities: | |
Payable for Professional Fees | | | 24 | | |
Payable for Fund Shares Redeemed | | | 17 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 9 | | |
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 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 Administration Fees | | | 2 | | |
Payable for Transfer Agency Fees — Class I | | | 2 | | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class R6 | | | — | @ | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Other Liabilities | | | 18 | | |
Total Liabilities | | | 81 | | |
Net Assets | | $ | 30,696 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 32,649 | | |
Total Accumulated Loss | | | (1,953 | ) | |
Net Assets | | $ | 30,696 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
U.S. Real Estate Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2023 (000) | |
CLASS I: | |
Net Assets | | $ | 20,377 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,401,266 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.49 | | |
CLASS A: | |
Net Assets | | $ | 8,386 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,044,856 | | |
Net Asset Value, Redemption Price Per Share | | $ | 8.03 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.44 | | |
Maximum Offering Price Per Share | | $ | 8.47 | | |
CLASS L: | |
Net Assets | | $ | 1,599 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 199,884 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.00 | | |
CLASS C: | |
Net Assets | | $ | 182 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 22,980 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 7.94 | | |
CLASS R6: | |
Net Assets | | $ | 144 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 16,941 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.49 | | |
CLASS IR: | |
Net Assets | | $ | 8 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 923 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.49 | | |
@ 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, 2023 (unaudited)
U.S. Real Estate Portfolio
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers | | $ | 594 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 7 | | |
Income from Securities Loaned — Net | | | — | @ | |
Total Investment Income | | | 601 | | |
Expenses: | |
Advisory Fees (Note B) | | | 108 | | |
Professional Fees | | | 69 | | |
Registration Fees | | | 34 | | |
Transfer Agency Fees — Class I (Note E) | | | 7 | | |
Transfer Agency Fees — Class A (Note E) | | | 4 | | |
Transfer Agency Fees — Class L (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class R6 (Note E) | | | 3 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Shareholder Services Fees — Class A (Note D) | | | 10 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 6 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 1 | | |
Sub Transfer Agency Fees — Class I | | | 10 | | |
Sub Transfer Agency Fees — Class A | | | 4 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Administration Fees (Note C) | | | 12 | | |
Shareholder Reporting Fees | | | 12 | | |
Custodian Fees (Note F) | | | 4 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 7 | | |
Total Expenses | | | 299 | | |
Waiver of Advisory Fees (Note B) | | | (108 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (11 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (1 | ) | |
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) | | | (3 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Expenses Reimbursed by Adviser (Note B) | | | (12 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 161 | | |
Net Investment Income | | | 440 | | |
Realized Loss: | |
Investments Sold | | | (1,789 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 3,534 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 1,745 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 2,185 | | |
@ 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, 2023
U.S. Real Estate Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 440 | | | $ | 1,307 | | |
Net Realized Loss | | | (1,789 | ) | | | (2,466 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 3,534 | | | | (12,229 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 2,185 | | | | (13,388 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | (132 | ) | | | (2,080 | ) | |
Class A | | | (49 | ) | | | (842 | ) | |
Class L | | | (7 | ) | | | (146 | ) | |
Class C | | | (1 | ) | | | (15 | ) | |
Class R6* | | | (1 | ) | | | (13 | ) | |
Class IR | | | (— | @) | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | (190 | ) | | | (3,097 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 200 | | | | 11,273 | | |
Distributions Reinvested | | | 129 | | | | 2,055 | | |
Redeemed | | | (2,476 | ) | | | (12,670 | ) | |
Class A: | |
Subscribed | | | 172 | | | | 663 | | |
Distributions Reinvested | | | 48 | | | | 822 | | |
Redeemed | | | (766 | ) | | | (1,994 | ) | |
Class L: | |
Exchanged | | | — | | | | 120 | | |
Distributions Reinvested | | | 7 | | | | 144 | | |
Redeemed | | | (57 | ) | | | (104 | ) | |
Class C: | |
Subscribed | | | 33 | | | | 76 | | |
Distributions Reinvested | | | 1 | | | | 15 | | |
Redeemed | | | (33 | ) | | | (180 | ) | |
Class R6:* | |
Subscribed | | | 4 | | | | 30 | | |
Distributions Reinvested | | | 1 | | | | 13 | | |
Redeemed | | | (7 | ) | | | (41 | ) | |
Class IR: | |
Distributions Reinvested | | | — | @ | | | 1 | | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (2,744 | ) | | | 223 | | |
Total Decrease in Net Assets | | | (749 | ) | | | (16,262 | ) | |
Net Assets: | |
Beginning of Period | | | 31,445 | | | | 47,707 | | |
End of Period | | $ | 30,696 | | | $ | 31,445 | | |
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
U.S. Real Estate Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 24 | | | | 994 | | |
Shares Issued on Distributions Reinvested | | | 16 | | | | 244 | | |
Shares Redeemed | | | (296 | ) | | | (1,259 | ) | |
Net Decrease in Class I Shares Outstanding | | | (256 | ) | | | (21 | ) | |
Class A: | |
Shares Subscribed | | | 22 | | | | 69 | | |
Shares Issued on Distributions Reinvested | | | 6 | | | | 103 | | |
Shares Redeemed | | | (97 | ) | | | (216 | ) | |
Net Decrease in Class A Shares Outstanding | | | (69 | ) | | | (44 | ) | |
Class L: | |
Shares Exchanged | | | — | | | | 14 | | |
Shares Issued on Distributions Reinvested | | | 1 | | | | 18 | | |
Shares Redeemed | | | (7 | ) | | | (12 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | (6 | ) | | | 20 | | |
Class C: | |
Shares Subscribed | | | 4 | | | | 8 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | 2 | | |
Shares Redeemed | | | (4 | ) | | | (19 | ) | |
Net Decrease in Class C Shares Outstanding | | | (— | @@) | | | (9 | ) | |
Class R6:* | |
Shares Subscribed | | | 1 | | | | 3 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | 2 | | |
Shares Redeemed | | | (1 | ) | | | (4 | ) | |
Net Increase in Class R6 Shares Outstanding | | | — | @@ | | | 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.
@@ 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, 2023
Financial Highlights
U.S. Real Estate Portfolio
| | Class I | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 7.97 | | | $ | 11.91 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | | $ | 15.24 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.12 | | | | 0.35 | | | | 0.05 | | | | 0.13 | | | | 0.26 | | | | 0.34 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.45 | | | | (3.46 | ) | | | 3.35 | | | | (2.18 | ) | | | 1.69 | | | | (1.33 | ) | |
Total from Investment Operations | | | 0.57 | | | | (3.11 | ) | | | 3.40 | | | | (2.05 | ) | | | 1.95 | | | | (0.99 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.05 | ) | | | (0.13 | ) | | | (0.12 | ) | | | (0.20 | ) | | | (0.40 | ) | | | (0.34 | ) | |
Net Realized Gain | | | — | | | | (0.70 | ) | | | (0.16 | ) | | | — | | | | (1.29 | ) | | | (3.09 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | | |
Total Distributions | | | (0.05 | ) | | | (0.83 | ) | | | (0.28 | ) | | | (0.24 | ) | | | (1.69 | ) | | | (3.43 | ) | |
Net Asset Value, End of Period | | $ | 8.49 | | | $ | 7.97 | | | $ | 11.91 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | |
Total Return(2) | | | 7.21 | %(3) | | | (26.39 | )% | | | 38.96 | % | | | (18.05 | )% | | | 18.40 | % | | | (8.44 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 20,377 | | | $ | 21,174 | | | $ | 31,909 | | | $ | 33,708 | | | $ | 134,856 | | | $ | 177,690 | | |
Ratio of Expenses Before Expense Limitation | | | 1.78 | %(4) | | | 1.60 | % | | | 1.42 | % | | | 1.19 | % | | | 1.02 | % | | | 1.02 | % | |
Ratio of Expenses After Expense Limitation | | | 0.90 | %(4)(5) | | | 0.90 | %(5) | | | 0.90 | %(5) | | | 0.90 | %(5) | | | 0.90 | %(5) | | | 0.95 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.90 | %(5) | | | 0.90 | %(5) | | | 0.90 | %(5) | | | N/A | | | | 0.95 | %(5) | |
Ratio of Net Investment Income | | | 2.97 | %(4)(5) | | | 3.45 | %(5) | | | 0.50 | %(5) | | | 1.52 | %(5) | | | 2.18 | %(5) | | | 2.44 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 28 | %(3) | | | 82 | % | | | 132 | % | | | 39 | % | | | 21 | % | | | 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) Not annualized.
(4) Annualized.
(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) 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.
(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, 2023
Financial Highlights
U.S. Real Estate Portfolio
| | Class A | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 7.54 | | | $ | 11.33 | | | $ | 8.38 | | | $ | 10.56 | | | $ | 10.38 | | | $ | 14.76 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(1) | | | 0.10 | | | | 0.30 | | | | 0.03 | | | | 0.09 | | | | 0.22 | | | | 0.29 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.44 | | | | (3.29 | ) | | | 3.18 | | | | (2.06 | ) | | | 1.61 | | | | (1.28 | ) | |
Total from Investment Operations | | | 0.54 | | | | (2.99 | ) | | | 3.21 | | | | (1.97 | ) | | | 1.83 | | | | (0.99 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.05 | ) | | | (0.10 | ) | | | (0.10 | ) | | | (0.17 | ) | | | (0.36 | ) | | | (0.30 | ) | |
Net Realized Gain | | | — | | | | (0.70 | ) | | | (0.16 | ) | | | — | | | | (1.29 | ) | | | (3.09 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | | |
Total Distributions | | | (0.05 | ) | | | (0.80 | ) | | | (0.26 | ) | | | (0.21 | ) | | | (1.65 | ) | | | (3.39 | ) | |
Net Asset Value, End of Period | | $ | 8.03 | | | $ | 7.54 | | | $ | 11.33 | | | $ | 8.38 | | | $ | 10.56 | | | $ | 10.38 | | |
Total Return(2) | | | 7.13 | %(3) | | | (26.69 | )% | | | 38.46 | % | | | (18.28 | )% | | | 18.02 | % | | | (8.71 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8,386 | | | $ | 8,403 | | | $ | 13,121 | | | $ | 11,043 | | | $ | 32,596 | | | $ | 34,459 | | |
Ratio of Expenses Before Expense Limitation | | | 2.05 | %(4) | | | 1.87 | % | | | 1.66 | % | | | 1.52 | % | | | 1.31 | % | | | 1.30 | % | |
Ratio of Expenses After Expense Limitation | | | 1.25 | %(4)(5) | | | 1.25 | %(5) | | | 1.18 | %(5) | | | 1.25 | %(5) | | | 1.22 | %(5) | | | 1.26 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.25 | %(5) | | | 1.18 | %(5) | | | 1.25 | %(5) | | | N/A | | | | 1.26 | %(5) | |
Ratio of Net Investment Income | | | 2.62 | %(4)(5) | | | 3.13 | %(5) | | | 0.26 | %(5) | | | 1.09 | %(5) | | | 1.91 | %(5) | | | 2.14 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 28 | %(3) | | | 82 | % | | | 132 | % | | | 39 | % | | | 21 | % | | | 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) Not annualized.
(4) Annualized.
(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) 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.
(7) 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, 2023
Financial Highlights
U.S. Real Estate Portfolio
| | Class L | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 7.53 | | | $ | 11.31 | | | $ | 8.36 | | | $ | 10.55 | | | $ | 10.37 | | | $ | 14.74 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.08 | | | | 0.26 | | | | (0.03 | ) | | | 0.09 | | | | 0.16 | | | | 0.23 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.43 | | | | (3.29 | ) | | | 3.18 | | | | (2.11 | ) | | | 1.61 | | | | (1.28 | ) | |
Total from Investment Operations | | | 0.51 | | | | (3.03 | ) | | | 3.15 | | | | (2.02 | ) | | | 1.77 | | | | (1.05 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.04 | ) | | | (0.05 | ) | | | (0.04 | ) | | | (0.13 | ) | | | (0.30 | ) | | | (0.23 | ) | |
Net Realized Gain | | | — | | | | (0.70 | ) | | | (0.16 | ) | | | — | | | | (1.29 | ) | | | (3.09 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | | |
Total Distributions | | | (0.04 | ) | | | (0.75 | ) | | | (0.20 | ) | | | (0.17 | ) | | | (1.59 | ) | | | (3.32 | ) | |
Net Asset Value, End of Period | | $ | 8.00 | | | $ | 7.53 | | | $ | 11.31 | | | $ | 8.36 | | | $ | 10.55 | | | $ | 10.37 | | |
Total Return(2) | | | 6.73 | %(3) | | | (27.02 | )% | | | 37.78 | % | | | (18.77 | )% | | | 17.43 | % | | | (9.16 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,599 | | | $ | 1,553 | | | $ | 2,101 | | | $ | 1,586 | | | $ | 2,164 | | | $ | 2,057 | | |
Ratio of Expenses Before Expense Limitation | | | 2.65 | %(4) | | | 2.46 | % | | | 2.31 | % | | | 2.11 | % | | | 1.88 | % | | | 1.84 | % | |
Ratio of Expenses After Expense Limitation | | | 1.75 | %(4)(5) | | | 1.75 | %(5) | | | 1.75 | %(5) | | | 1.75 | %(5) | | | 1.75 | %(5) | | | 1.79 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.75 | %(5) | | | 1.75 | %(5) | | | 1.75 | %(5) | | | N/A | | | | 1.79 | %(5) | |
Ratio of Net Investment Income (Loss) | | | 2.12 | %(4)(5) | | | 2.76 | %(5) | | | (0.30 | )%(5) | | | 1.41 | %(5) | | | 1.42 | %(5) | | | 1.71 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 28 | %(3) | | | 82 | % | | | 132 | % | | | 39 | % | | | 21 | % | | | 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) Not annualized.
(4) Annualized.
(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) 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.
(7) 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, 2023
Financial Highlights
U.S. Real Estate Portfolio
| | Class C | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 7.47 | | | $ | 11.24 | | | $ | 8.31 | | | $ | 10.48 | | | $ | 10.31 | | | $ | 14.68 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.07 | | | | 0.21 | | | | (0.05 | ) | | | 0.09 | | | | 0.14 | | | | 0.19 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.43 | | | | (3.25 | ) | | | 3.16 | | | | (2.10 | ) | | | 1.59 | | | | (1.29 | ) | |
Total from Investment Operations | | | 0.50 | | | | (3.04 | ) | | | 3.11 | | | | (2.01 | ) | | | 1.73 | | | | (1.10 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.03 | ) | | | (0.02 | ) | | | (0.12 | ) | | | (0.27 | ) | | | (0.18 | ) | |
Net Realized Gain | | | — | | | | (0.70 | ) | | | (0.16 | ) | | | — | | | | (1.29 | ) | | | (3.09 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | | |
Total Distributions | | | (0.03 | ) | | | (0.73 | ) | | | (0.18 | ) | | | (0.16 | ) | | | (1.56 | ) | | | (3.27 | ) | |
Net Asset Value, End of Period | | $ | 7.94 | | | $ | 7.47 | | | $ | 11.24 | | | $ | 8.31 | | | $ | 10.48 | | | $ | 10.31 | | |
Total Return(2) | | | 6.73 | %(3) | | | (27.30 | )% | | | 37.50 | % | | | (18.91 | )% | | | 17.07 | % | | | (9.47 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 182 | | | $ | 170 | | | $ | 365 | | | $ | 206 | | | $ | 232 | | | $ | 338 | | |
Ratio of Expenses Before Expense Limitation | | | 4.25 | %(4) | | | 3.54 | % | | | 3.28 | % | | | 3.39 | % | | | 2.92 | % | | | 2.75 | % | |
Ratio of Expenses After Expense Limitation | | | 2.00 | %(4)(5) | | | 2.00 | %(5) | | | 2.00 | %(5) | | | 2.00 | %(5) | | | 2.00 | %(5) | | | 2.05 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.00 | %(5) | | | 2.00 | %(5) | | | 2.00 | %(5) | | | N/A | | | | 2.05 | %(5) | |
Ratio of Net Investment Income (Loss) | | | 1.87 | %(4)(5) | | | 2.18 | %(5) | | | (0.54 | )%(5) | | | 1.20 | %(5) | | | 1.18 | %(5) | | | 1.39 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(4)(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 28 | %(3) | | | 82 | % | | | 132 | % | | | 39 | % | | | 21 | % | | | 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) Not annualized.
(4) Annualized.
(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) 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.
(7) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
U.S. Real Estate Portfolio
| | Class R6(1) | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | |
Net Asset Value, Beginning of Period | | $ | 7.97 | | | $ | 11.91 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | | $ | 15.24 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.12 | | | | 0.36 | | | | 0.07 | | | | 0.09 | | | | 0.25 | | | | 0.28 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.45 | | | | (3.46 | ) | | | 3.34 | | | | (2.13 | ) | | | 1.71 | | | | (1.26 | ) | |
Total from Investment Operations | | | 0.57 | | | | (3.10 | ) | | | 3.41 | | | | (2.04 | ) | | | 1.96 | | | | (0.98 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.05 | ) | | | (0.14 | ) | | | (0.13 | ) | | | (0.21 | ) | | | (0.41 | ) | | | (0.35 | ) | |
Net Realized Gain | | | — | | | | (0.70 | ) | | | (0.16 | ) | | | — | | | | (1.29 | ) | | | (3.09 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | | |
Total Distributions | | | (0.05 | ) | | | (0.84 | ) | | | (0.29 | ) | | | (0.25 | ) | | | (1.70 | ) | | | (3.44 | ) | |
Net Asset Value, End of Period | | $ | 8.49 | | | $ | 7.97 | | | $ | 11.91 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | |
Total Return(3) | | | 7.23 | %(4) | | | (26.33 | )% | | | 39.06 | % | | | (17.98 | )% | | | 18.48 | % | | | (8.36 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 144 | | | $ | 138 | | | $ | 201 | | | $ | 121 | | | $ | 12,307 | | | $ | 29,523 | | |
Ratio of Expenses Before Expense Limitation | | | 5.53 | %(5) | | | 4.36 | % | | | 4.18 | % | | | 1.20 | % | | | 1.04 | % | | | 0.97 | % | |
Ratio of Expenses After Expense Limitation | | | 0.83 | %(5)(6) | | | 0.83 | %(6) | | | 0.83 | %(6) | | | 0.83 | %(6) | | | 0.83 | %(6) | | | 0.91 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.83 | %(6) | | | 0.83 | %(6) | | | 0.83 | %(6) | | | N/A | | | | 0.91 | %(6) | |
Ratio of Net Investment Income | | | 3.04 | %(5)(6) | | | 3.64 | %(6) | | | 0.64 | %(6) | | | 1.00 | %(6) | | | 2.09 | %(6) | | | 1.98 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 28 | %(4) | | | 82 | % | | | 132 | % | | | 39 | % | | | 21 | % | | | 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) 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) 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 IS shares. Prior to July 1, 2018, the maximum ratio was 0.93% for Class IS shares.
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
U.S. Real Estate Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2023 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 7.97 | | | $ | 11.91 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | | $ | 14.74 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.12 | | | | 0.37 | | | | 0.05 | | | | 0.20 | | | | 0.33 | | | | 0.43 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.45 | | | | (3.47 | ) | | | 3.36 | | | | (2.24 | ) | | | 1.63 | | | | (0.98 | ) | |
Total from Investment Operations | | | 0.57 | | | | (3.10 | ) | | | 3.41 | | | | (2.04 | ) | | | 1.96 | | | | (0.55 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.05 | ) | | | (0.14 | ) | | | (0.13 | ) | | | (0.21 | ) | | | (0.41 | ) | | | (0.28 | ) | |
Net Realized Gain | | | — | | | | (0.70 | ) | | | (0.16 | ) | | | — | | | | (1.29 | ) | | | (3.09 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | | |
Total Distributions | | | (0.05 | ) | | | (0.84 | ) | | | (0.29 | ) | | | (0.25 | ) | | | (1.70 | ) | | | (3.37 | ) | |
Net Asset Value, End of Period | | $ | 8.49 | | | $ | 7.97 | | | $ | 11.91 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | |
Total Return(3) | | | 7.23 | %(4) | | | (26.33 | )% | | | 39.06 | % | | | (17.98 | )% | | | 18.48 | % | | | (5.73 | )%(4) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8 | | | $ | 7 | | | $ | 10 | | | $ | 7 | | | $ | 9 | | | $ | 7 | | |
Ratio of Expenses Before Expense Limitation | | | 31.15 | %(5) | | | 24.77 | % | | | 26.04 | % | | | 30.10 | % | | | 23.80 | % | | | 19.12 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 0.83 | %(5)(6) | | | 0.83 | %(6) | | | 0.83 | %(6) | | | 0.83 | %(6) | | | 0.83 | %(6) | | | 0.84 | %(5)(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.83 | %(6) | | | 0.83 | %(6) | | | 0.83 | %(6) | | | N/A | | | | 0.84 | %(5)(6) | |
Ratio of Net Investment Income | | | 3.04 | %(5)(6) | | | 3.71 | %(6) | | | 0.46 | %(6) | | | 2.40 | %(6) | | | 2.70 | %(6) | | | 4.23 | %(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(8) | | | 0.00 | %(5)(8) | |
Portfolio Turnover Rate | | | 28 | %(4) | | | 82 | % | | | 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) 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) 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.
(8) Amount is less than 0.005%.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | 3,720 | | | $ | — | | | $ | — | | | $ | 3,720 | | |
Data Centers | | | 3,956 | | | | — | | | | — | | | | 3,956 | | |
Free Standing | | | 2,432 | | | | — | | | | — | | | | 2,432 | | |
Gaming REITs | | | 1,383 | | | | — | | | | — | | | | 1,383 | | |
Health Care | | | 3,072 | | | | — | | | | — | | | | 3,072 | | |
Industrial | | | 5,337 | | | | — | | | | — | | | | 5,337 | | |
Lodging/Resorts | | | 964 | | | | — | | | | — | | | | 964 | | |
Manufactured Homes | | | 850 | | | | — | | | | — | | | | 850 | | |
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 $ | | | 345 | | | | — | | | | — | | | $ | 345 | | |
Regional Malls | | | 1,316 | | | | — | | | | — | | | | 1,316 | | |
Self Storage | | | 2,714 | | | | — | | | | — | | | | 2,714 | | |
Shopping Centers | | | 1,945 | | | | — | | | | — | | | | 1,945 | | |
Single Family Homes | | | 1,440 | | | | — | | | | — | | | | 1,440 | | |
Specialty | | | 808 | | | | — | | | | — | | | | 808 | | |
Total Common Stocks | | | 30,282 | | | | — | | | | — | | | | 30,282 | | |
Short-Term Investment | |
Investment Company | | | 269 | | | | — | | | | — | | | | 269 | | |
Total Assets | | $ | 30,551 | | | $ | — | | | $ | — | | | $ | 30,551 | | |
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 U.S. 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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2023, 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 $500 million | | Next $500 million | | Over $1 billion | |
| 0.75 | % | | | 0.65 | % | | | 0.60 | % | |
For the six months ended June 30, 2023, 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, 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, 2023, approximately $108,000 of advisory fees were waived and approximately $30,000 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $1,000.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $8,676,000 and $11,044,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,166 | | | $ | 2,774 | | | $ | 3,671 | | | $ | 7 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 269 | | |
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2023, 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, 2022 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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Ordinary Income (000) | | Ordinary Income (000) | |
$ | 3,097 | | | $ | 1,154 | | |
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, 2022.
At December 31, 2022, 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) | |
$ | 812 | | | $ | — | | |
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $2,072,000 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
0.25% per annum based on the unused portion of the Facility, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 51.3%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 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.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIUSREASAN
5846704 EXP 08.31.24
Morgan Stanley Institutional Fund, Inc.
Vitality Portfolio
Semi-Annual Report
June 30, 2023
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 | | |
Directors and Officers 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) 869-6397. 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, 2023 (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 2023
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2023 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 1/1/23 | | Actual Ending Account Value 6/30/23 | | 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 | | | $ | 1,128.40 | | | $ | 1,020.13 | | | $ | 4.96 | | | $ | 4.71 | | | | 0.94 | % | |
Vitality Portfolio Class A | | | 1,000.00 | | | | 1,126.70 | | | | 1,018.40 | | | | 6.80 | | | | 6.46 | | | | 1.29 | | |
Vitality Portfolio Class C | | | 1,000.00 | | | | 1,121.40 | | | | 1,014.68 | | | | 10.73 | | | | 10.19 | | | | 2.04 | | |
Vitality Portfolio Class R6 | | | 1,000.00 | | | | 1,130.10 | | | | 1,020.38 | | | | 4.70 | | | | 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 most recent one-half year period).
** Annualized.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Portfolio of Investments
Vitality Portfolio
| | Shares | | Value (000) | |
Common Stocks (92.4%) | |
Biotechnology (25.9%) | |
4D Molecular Therapeutics, Inc. (a) | | | 1,273 | | | $ | 23 | | |
Alnylam Pharmaceuticals, Inc. (a) | | | 419 | | | | 80 | | |
Altimmune, Inc. (a) | | | 1,044 | | | | 4 | | |
Argenx SE ADR (Belgium) (a) | | | 245 | | | | 96 | | |
Ascendis Pharma AS ADR (Denmark) (a) | | | 261 | | | | 23 | | |
Beam Therapeutics, Inc. (a) | | | 1,368 | | | | 44 | | |
Exact Sciences Corp. (a) | | | 1,207 | | | | 113 | | |
Fate Therapeutics, Inc. N (a) | | | 1,572 | | | | 7 | | |
Intellia Therapeutics, Inc. (a) | | | 1,593 | | | | 65 | | |
Moderna, Inc. (a) | | | 372 | | | | 45 | | |
Relay Therapeutics, Inc. N (a) | | | 1,230 | | | | 15 | | |
Vertex Pharmaceuticals, Inc. (a) | | | 276 | | | | 97 | | |
| | | 612 | | |
Health Care Equipment & Supplies (14.0%) | |
Align Technology, Inc. (a) | | | 210 | | | | 74 | | |
IDEXX Laboratories, Inc. (a) | | | 94 | | | | 47 | | |
Inspire Medical Systems, Inc. (a) | | | 324 | | | | 105 | | |
Intuitive Surgical, Inc. (a) | | | 306 | | | | 105 | | |
| | | 331 | | |
Health Care Providers & Services (8.1%) | |
Agilon health, Inc. (a) | | | 2,814 | | | | 49 | | |
Guardant Health, Inc. (a) | | | 892 | | | | 32 | | |
UnitedHealth Group, Inc. | | | 232 | | | | 111 | | |
| | | 192 | | |
Health Care Technology (7.3%) | |
Doximity, Inc., Class A (a) | | | 1,353 | | | | 46 | | |
Schrodinger, Inc. (a) | | | 1,523 | | | | 76 | | |
Veeva Systems, Inc., Class A (a) | | | 259 | | | | 51 | | |
| | | 173 | | |
Life Sciences Tools & Services (23.9%) | |
10X Genomics, Inc., Class A (a) | | | 2,378 | | | | 133 | | |
AbCellera Biologics, Inc. Canada N (Canada) (a) | | | 3,223 | | | | 21 | | |
Evotec SE ADR (Germany) (a) | | | 3,481 | | | | 39 | | |
Illumina, Inc. (a) | | | 289 | | | | 54 | | |
MaxCyte, Inc. (a) | | | 8,127 | | | | 37 | | |
SomaLogic, Inc. (a) | | | 12,320 | | | | 29 | | |
Stevanato Group SpA Italy N (Italy) | | | 2,691 | | | | 87 | | |
Thermo Fisher Scientific, Inc. | | | 213 | | | | 111 | | |
West Pharmaceutical Services, Inc. | | | 143 | | | | 55 | | |
| | | 566 | | |
Pharmaceuticals (11.5%) | |
ATAI Life Sciences NV (a)(b) | | | 8,904 | | | | 15 | | |
Eli Lilly & Co. | | | 294 | | | | 138 | | |
GH Research PLC (a) | | | 958 | | | | 11 | | |
Royalty Pharma PLC, Class A | | | 1,579 | | | | 49 | | |
Zoetis, Inc. | | | 340 | | | | 59 | | |
| | | 272 | | |
| | Shares | | Value (000) | |
Specialty Retail (1.7%) | |
Chewy, Inc., Class A (a) | | | 1,010 | | | $ | 40 | | |
Total Common Stocks (Cost $2,665) | | | 2,186 | | |
Short-Term Investments (6.8%) | |
Investment Company (6.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $149) | | | 148,608 | | | | 149 | | |
Securities held as Collateral on Loaned Securities (0.5%) | |
Investment Company (0.5%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 11,369 | | | | 11 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.0%) | |
Citigroup, Inc., (5.00%, dated 6/30/23, due 7/3/23; proceeds $—@; fully collateralized by U.S. Government obligations; 0.00% due 7/27/23 — 8/10/23; valued at $—@) | | $ | — | @ | | | — | @ | |
HSBC Securities USA, Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $1; fully collateralized by U.S. Government obligations; 0.00% due 8/15/23 — 11/15/25; valued at $1) | | | 1 | | | | 1 | | |
Merrill Lynch & Co., Inc., (5.05%, dated 6/30/23, due 7/3/23; proceeds $—@; fully collateralized by a U.S. Government obligation; 1.63% due 10/15/27; valued at $—@) | | | — | @ | | | — | @ | |
| | | 1 | | |
Total Securities held as Collateral on Loaned Securities (Cost $12) | | | 12 | | |
Total Short-Term Investments (Cost $161) | | | 161 | | |
Total Investments (99.2%) (Cost $2,826) Including $12 of Securities Loaned (c) | | | 2,347 | | |
Other Assets in Excess of Liabilities (0.8%) | | | 20 | | |
Net Assets (100.0%) | | $ | 2,367 | | |
@ Value is less than $500.
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2023.
(c) At June 30, 2023, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $234,000 and the aggregate gross unrealized depreciation is approximately $713,000, resulting in net unrealized depreciation of approximately $479,000.
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, 2023 (unaudited)
Portfolio of Investments (cont'd)
Vitality Portfolio
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Biotechnology | | | 26.2 | % | |
Life Sciences Tools & Services | | | 24.2 | | |
Health Care Equipment & Supplies | | | 14.2 | | |
Pharmaceuticals | | | 11.7 | | |
Health Care Providers & Services | | | 8.2 | | |
Health Care Technology | | | 7.4 | | |
Short-Term Investments | | | 6.4 | | |
Other** | | | 1.7 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2023.
** 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, 2023 (unaudited)
Statement of Assets and Liabilities | | June 30, 2023 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $2,666) | | $ | 2,187 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $160) | | | 160 | | |
Total Investments in Securities, at Value (Cost $2,826) | | | 2,347 | | |
Due from Adviser | | | 63 | | |
Receivable from Affiliate | | | 1 | | |
Receivable from Securities Lending Income | | | — | @ | |
Dividends Receivable | | | — | @ | |
Other Assets | | | 46 | | |
Total Assets | | | 2,457 | | |
Liabilities: | |
Payable for Offering Costs | | | 64 | | |
Collateral on Securities Loaned, at Value | | | 12 | | |
Payable for Professional Fees | | | 8 | | |
Payable for Administration Fees | | | — | @ | |
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 A | | | — | @ | |
Payable for Custodian Fees | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 6 | | |
Total Liabilities | | | 90 | | |
Net Assets | | $ | 2,367 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 3,315 | | |
Total Accumulated Loss | | | (948 | ) | |
Net Assets | | $ | 2,367 | | |
CLASS I: | |
Net Assets | | $ | 2,262 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 343,220 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 6.59 | | |
CLASS A: | |
Net Assets | | $ | 38 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,738 | | |
Net Asset Value, Redemption Price Per Share | | $ | 6.58 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.36 | | |
Maximum Offering Price Per Share | | $ | 6.94 | | |
CLASS C: | |
Net Assets | | $ | 33 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,090 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 6.56 | | |
CLASS R6: | |
Net Assets | | $ | 34 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,154 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 6.60 | | |
(1) Including: Securities on Loan, at Value: | | $ | 12 | | |
@ 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, 2023 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2023 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers | | $ | 3 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 3 | | |
Income from Securities Loaned — Net | | | — | @ | |
Total Investment Income | | | 6 | | |
Expenses: | |
Professional Fees | | | 70 | | |
Registration Fees | | | 24 | | |
Advisory Fees (Note B) | | | 8 | | |
Shareholder Reporting Fees | | | 6 | | |
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 | | |
Custodian Fees (Note F) | | | 2 | | |
Administration Fees (Note C) | | | 1 | | |
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 | | | 1 | | |
Total Expenses | | | 119 | | |
Expenses Reimbursed by Adviser (Note B) | | | (96 | ) | |
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 | | | 11 | | |
Net Investment Loss | | | (5 | ) | |
Realized Loss: | |
Investments Sold | | | (45 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 312 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 267 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 262 | | |
@ 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, 2023
Statements of Changes in Net Assets | | Six Months Ended June 30, 2023 (unaudited) (000) | | Year Ended December 31, 2022 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (5 | ) | | $ | (13 | ) | |
Net Realized Loss | | | (45 | ) | | | (419 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 312 | | | | (745 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 262 | | | | (1,177 | ) | |
Dividends and Distributions to Shareholders: | |
Paid-in-Capital: | |
Class I | | | — | | | | (57 | ) | |
Class A | | | — | | | | (1 | ) | |
Class C | | | — | | | | (1 | ) | |
Class R6* | | | — | | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (60 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 121 | | | | 244 | | |
Distributions Reinvested | | | — | | | | 57 | | |
Class A: | |
Subscribed | | | — | | | | 5 | | |
Distributions Reinvested | | | — | | | | 1 | | |
Redeemed | | | (— | @) | | | (— | @) | |
Class C: | |
Distributions Reinvested | | | — | | | | 1 | | |
Class R6:* | |
Distributions Reinvested | | | — | | | | 1 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 121 | | | | 309 | | |
Total Increase (Decrease) in Net Assets | | | 383 | | | | (928 | ) | |
Net Assets: | |
Beginning of Period | | | 1,984 | | | | 2,912 | | |
End of Period | | $ | 2,367 | | | $ | 1,984 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 20 | | | | 34 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 9 | | |
Net Increase in Class I Shares Outstanding | | | 20 | | | | 43 | | |
Class A: | |
Shares Subscribed | | | — | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (— | @@) | | | (— | @@) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (— | @@) | | | 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.
@@ 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, 2023
Financial Highlights
Vitality Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period Ended December 31, 2021(1) | |
Net Asset Value, Beginning of Period | | $ | 5.84 | | | $ | 9.85 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.01 | ) | | | (0.04 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | 0.76 | | | | (3.79 | ) | | | (0.15 | ) | |
Total from Investment Operations | | | 0.75 | | | | (3.83 | ) | | | (0.15 | ) | |
Distributions from and/or in Excess of: | |
Paid-in-Capital | | | — | | | | (0.18 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 6.59 | | | $ | 5.84 | | | $ | 9.85 | | |
Total Return | | | 12.84 | %(4)(5) | | | (39.84 | )%(4) | | | (1.50 | )%(5)(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,262 | | | $ | 1,891 | | | $ | 2,765 | | |
Ratio of Expenses Before Expense Limitation | | | 10.58 | %(7) | | | 12.50 | % | | | 595.07 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(7)(8) | | | 0.94 | %(8) | | | 0.95 | %(7) | |
Ratio of Net Investment Loss | | | (0.40 | )%(7)(8) | | | (0.58 | )%(8) | | | (0.95 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.01 | % | | | N/A | | |
Portfolio Turnover Rate | | | 8 | %(5) | | | 22 | % | | | 0 | %(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 as of the last business day of the period.
(5) Not annualized.
(6) Calculated using the NAV for US GAAP financial reporting purposes.
(7) Annualized.
(8) 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."
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Vitality Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period Ended December 31, 2021(1) | |
Net Asset Value, Beginning of Period | | $ | 5.84 | | | $ | 9.85 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.02 | ) | | | (0.06 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | 0.76 | | | | (3.79 | ) | | | (0.15 | ) | |
Total from Investment Operations | | | 0.74 | | | | (3.85 | ) | | | (0.15 | ) | |
Distributions from and/or in Excess of: | |
Paid-in-Capital | | | — | | | | (0.16 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 6.58 | | | $ | 5.84 | | | $ | 9.85 | | |
Total Return | | | 12.67 | %(4)(5) | | | (40.06 | )%(4) | | | (1.50 | )%(5)(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 38 | | | $ | 33 | | | $ | 49 | | |
Ratio of Expenses Before Expense Limitation | | | 17.08 | %(7) | | | 18.13 | % | | | 598.74 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 1.29 | %(7)(8) | | | 1.29 | %(8) | | | 1.30 | %(7) | |
Ratio of Net Investment Loss | | | (0.75 | )%(7)(8) | | | (0.93 | )%(8) | | | (1.30 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.01 | % | | | N/A | | |
Portfolio Turnover Rate | | | 8 | %(5) | | | 22 | % | | | 0 | %(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) Calculated using the NAV for US GAAP financial reporting purposes. Does not reflect the deduction of sales charge.
(7) Annualized.
(8) 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."
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Vitality Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period Ended December 31, 2021(1) | |
Net Asset Value, Beginning of Period | | $ | 5.85 | | | $ | 9.85 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.05 | ) | | | (0.11 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | 0.76 | | | | (3.78 | ) | | | (0.15 | ) | |
Total from Investment Operations | | | 0.71 | | | | (3.89 | ) | | | (0.15 | ) | |
Distributions from and/or in Excess of: | |
Paid-in-Capital | | | — | | | | (0.11 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 6.56 | | | $ | 5.85 | | | $ | 9.85 | | |
Total Return | | | 12.14 | %(4)(5) | | | (40.45 | )%(4) | | | (1.50 | )%(5)(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 33 | | | $ | 30 | | | $ | 49 | | |
Ratio of Expenses Before Expense Limitation | | | 18.59 | %(7) | | | 19.32 | % | | | 599.49 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 2.04 | %(7)(8) | | | 2.04 | %(8) | | | 2.05 | %(7) | |
Ratio of Net Investment Loss | | | (1.51 | )%(7)(8) | | | (1.68 | )%(8) | | | (2.05 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.01 | % | | | N/A | | |
Portfolio Turnover Rate | | | 8 | %(5) | | | 22 | % | | | 0 | %(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) Calculated using the NAV for US GAAP financial reporting purposes. Does not reflect the deduction of sales charge.
(7) Annualized.
(8) 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."
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023
Financial Highlights
Vitality Portfolio
| | Class R6(1) | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2023 (unaudited) | | Year Ended December 31, 2022 | | Period Ended December 31, 2021(2) | |
Net Asset Value, Beginning of Period | | $ | 5.84 | | | $ | 9.85 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.01 | ) | | | (0.04 | ) | | | (0.00 | )(4) | |
Net Realized and Unrealized Gain (Loss) | | | 0.77 | | | | (3.78 | ) | | | (0.15 | ) | |
Total from Investment Operations | | | 0.76 | | | | (3.82 | ) | | | (0.15 | ) | |
Distributions from and/or in Excess of: | |
Paid-in-Capital | | | — | | | | (0.19 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 6.60 | | | $ | 5.84 | | | $ | 9.85 | | |
Total Return | | | 13.01 | %(5)(6) | | | (39.81 | )%(5) | | | (1.50 | )%(6)(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 34 | | | $ | 30 | | | $ | 49 | | |
Ratio of Expenses Before Expense Limitation | | | 17.48 | %(8) | | | 18.29 | % | | | 598.49 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.89 | %(8)(9) | | | 0.89 | %(9) | | | 0.90 | %(8) | |
Ratio of Net Investment Loss | | | (0.35 | )%(8)(9) | | | (0.54 | )%(9) | | | (0.90 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(8) | | | 0.01 | % | | | N/A | | |
Portfolio Turnover Rate | | | 8 | %(6) | | | 22 | % | | | 0 | %(6) | |
(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) Not annualized.
(7) Calculated using the NAV for US GAAP financial reporting purposes.
(8) Annualized.
(9) 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."
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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-three 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 Accounting Standards Codification ("ASC") Topic 946.
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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/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/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved 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 funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2023:
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 | | $ | 612 | | | $ | — | | | $ | — | | | $ | 612 | | |
Health Care Equipment & Supplies | | | 331 | | | | — | | | | — | | | | 331 | | |
Health Care Providers & Services | | | 192 | | | | — | | | | — | | | | 192 | | |
Health Care Technology | | | 173 | | | | — | | | | — | | | | 173 | | |
Life Sciences Tools & Services | | | 566 | | | | — | | | | — | | | | 566 | | |
Pharmaceuticals | | | 272 | | | | — | | | | — | | | | 272 | | |
Specialty Retail | | | 40 | | | | — | | | | — | | | | 40 | | |
Total Common Stocks | | | 2,186 | | | | — | | | | — | | | | 2,186 | | |
Short-Term Investments | |
Investment Company | | | 160 | | | | — | | | | — | | | | 160 | | |
Repurchase Agreements | | | — | | | | 1 | | | | — | | | | 1 | | |
Total Short-Term Investments | | | 160 | | | | 1 | | | | — | | | | 161 | | |
Total Assets | | $ | 2,346 | | | $ | 1 | | | $ | — | | | $ | 2,347 | | |
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
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2023:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amount Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 12 | (a) | | $ | — | | | $ | (12 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $12,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported 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 borrowings.
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, 2023:
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 | | $ | 12 | | | $ | — | | | $ | — | | | $ | — | | | $ | 12 | | |
Total Borrowings | | $ | 12 | | | $ | — | | | $ | — | | | $ | — | | | $ | 12 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 12 | | |
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
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
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, 2023, 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, 2023, approximately $8,000 of advisory fees were waived and approximately $100,000 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 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/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS, Inc."). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS, Inc. a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (unaudited)
Notes to Financial Statements (cont'd)
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.
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, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $170,000 and $226,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2023.
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, 2023, 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, 2023 is as follows:
Affiliated Investment Company | | Value December 31, 2022 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 116 | | | $ | 305 | | | $ | 261 | | | $ | 3 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2023 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 160 | | |
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, 2023, 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 un-certain 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 two-year period ended December 31, 2022 remains subject to examination by taxing authorities.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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 2022 and 2021 was as follows:
2022 Distributions Paid From: | | 2021 Distributions Paid From: | |
Paid-in- Capital (000) | | Ordinary Income (000) | |
$ | 60 | | | $ | — | | |
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 net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2022:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 13 | | | $ | (13 | ) | |
At December 31, 2022, the Fund had no distributable earnings on a tax basis.
At December 31, 2022, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $419,000 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. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2023, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2023, 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 55.2%.
K. Market Risk: An investment in the Fund is based on the values of the Fund's investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. Social, political, economic and other conditions and events, such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets and global economy. It is difficult to predict when events affecting the U.S. or global financial markets and economies may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may be sudden and significant and may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of and/or income or yield from the Fund's investments and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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, 2022, 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 for the period since its inception in December 2021. 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2023 (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.
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, 2023 (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, 2023, 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, 2022, through December 31, 2022, 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, 2023 (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, 2023 (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, 2023 (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, 2023 (unaudited)
Directors and Officers 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
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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 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) 869-6397 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) 869-6397.
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) 869-6397, 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
© 2023 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIVITSAN
5853751 EXP 08.31.24
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) See 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 only 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 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, 2023 | |
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, 2023 | |
/s/ Francis J. Smith | |
Francis J. Smith | |
Principal Financial Officer | |
August 17, 2023 | |
| |