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EX-99.(A)(24)
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a2166525zex-99_a24.txt
EX-99.(A)(24)
MORGAN STANLEY INSTITUTIONAL FUND, INC.
ARTICLES OF AMENDMENT
MORGAN STANLEY INSTITUTIONAL FUND, INC., a Maryland corporation (the
"Corporation"), having its principal place of business at 1221 Avenue of the
Americas, New York, New York 10020, does hereby certify to the State
Department of Assessments and Taxation of Maryland (the "Department") that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
SECOND: The Corporation desires to, and does hereby, amend its Articles
of Amendment and Restatement, as amended and supplemented and as currently in
effect (the "Charter") pursuant to Section 2-309(e) of the Maryland General
Corporation Law (the "MGCL") to effect a reverse stock split of the issued
and outstanding shares of Emerging Markets Debt Portfolio - Class A Common
Stock and the Emerging Markets Debt Portfolio - Class B Common Stock, each a
separate class of Common Stock of the Corporation such that: (i) every three
(3) shares of Emerging Markets Debt Portfolio - Class A Common Stock of the
Corporation, par value $0.001 per share, which are issued and outstanding
immediately prior to the time at which these Articles of Amendment become
effective (the "Effective Time") shall, at the Effective Time, be combined
and changed into one (1) issued and outstanding share of Emerging Markets
Debt Portfolio - Class A of Common Stock of the Corporation, par value $0.003
per share; (ii) every three (3) shares of Emerging Markets Debt Portfolio -
Class B Common Stock of the Corporation, par value $0.001 per share, which
are issued and outstanding immediately prior to the Effective Time shall, at
the Effective Time, be combined and changed into one (1) issued and
outstanding share of Emerging Markets Debt Portfolio - Class B Common Stock
of the Corporation, par value $0.003 per share; (iii) fractional shares of
Emerging Markets Debt Portfolio - Class A Common Stock of the Corporation,
par value $0.003 per share and Emerging Markets Debt Portfolio - Class B
Common Stock of the Corporation, par value $0.003 per share, resulting from
such combination and change (involving less than three (3) shares of such
class of Common Stock) will be and remain issued and outstanding following
the Effective Time; (iv) shares of Emerging Markets Debt Portfolio - Class A
Common Stock of the Corporation and the Emerging Markets Debt Portfolio -
Class B Common Stock of the Corporation representing the difference between
the number of shares of such class issued and outstanding immediately prior
to the Effective Time and the number of shares of such class issued and
outstanding immediately following the Effective Time, shall be and become
authorized and unissued shares of such class having a par value of $0.003 per
share; and (v) immediately upon the Effective Time, each certificate
representing shares of the Emerging Markets Debt Portfolio - Class A Common
Stock of the Corporation and the Emerging Markets Debt Portfolio - Class B
Common Stock of the Corporation will continue to be valid but will be deemed
for all corporate purposes after the Effective Time, until such certificate
is surrendered in accordance with procedures established by the Corporation,
to evidence ownership of the appropriately reduced number of shares of such
class of Common Stock of the Corporation and upon proper surrender of such
certificates, new certificates representing the appropriate number of shares
(including fractional shares) of such class of Common Stock after the
combination and change described above will be issued by the Corporation.
The reverse stock split described in
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this Article SECOND will not affect any class or series of stock of the
Corporation other than Emerging Markets Debt Portfolio - Class A Common Stock
and Emerging Markets Debt Portfolio - Class B Common Stock.
THIRD: The Corporation desires to and does hereby further amend its
Charter pursuant to Section 2-605 of the MGCL to change the par value of each
authorized share of Emerging Markets Debt Portfolio - Class A Common Stock
and Emerging Markets Debt Portfolio - Class B Common Stock from $0.001 per
share to $0.003 per share, effective as of the Effective Time.
FOURTH: As of immediately before the reverse stock split described in
Article SECOND and the change in the par value per share of the authorized
shares of Emerging Markets Debt Portfolio - Class A Common Stock and Emerging
Markets Debt Portfolio - Class B Common Stock described in Article THIRD, the
total number of shares of stock of all classes that the Corporation had
authority to issue was thirty-two billion (32,000,000,000) shares of Common
Stock, having an aggregate par value of thirty-two million dollars
($32,000,000.00) and designated and classified in the following portfolios
and classes:
NUMBER OF SHARES OF
COMMON STOCK
CLASSIFIED AND
NAME OF CLASS ALLOCATED
Active International Allocation Portfolio - Class A 500,000,000 shares
Active International Allocation Portfolio - Class B 500,000,000 shares
China Growth Portfolio - Class A 500,000,000 shares
China Growth Portfolio - Class B 500,000,000 shares
Emerging Markets Debt Portfolio - Class A 500,000,000 shares
Emerging Markets Debt Portfolio - Class B 500,000,000 shares
Emerging Markets Portfolio - Class A 500,000,000 shares
Emerging Markets Portfolio - Class B 500,000,000 shares
Focus Equity Portfolio - Class A 500,000,000 shares
Focus Equity Portfolio - Class B 500,000,000 shares
Global Franchise Portfolio - Class A 500,000,000 shares
Global Franchise Portfolio - Class B 500,000,000 shares
Global Value Equity Portfolio - Class A 500,000,000 shares
Global Value Equity Portfolio - Class B 500,000,000 shares
Gold Portfolio - Class A 500,000,000 shares
Gold Portfolio - Class B 500,000,000 shares
International Equity Portfolio -- Class A 500,000,000 shares
International Equity Portfolio -- Class B 500,000,000 shares
International Growth Equity Portfolio -- Class A 500,000,000 shares
International Growth Equity Portfolio -- Class B 500,000,000 shares
International Magnum Portfolio - Class A 500,000,000 shares
International Magnum Portfolio - Class B 500,000,000 shares
International Real Estate Portfolio - Class A 500,000,000 shares
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International Real Estate Portfolio - Class B 500,000,000 shares
International Small Cap Portfolio - Class A 1,000,000,000 shares
Large Cap Relative Value Portfolio - Class A 500,000,000 shares
Large Cap Relative Value Portfolio - Class B 500,000,000 shares
Large Cap Value Portfolio - Class A 500,000,000 shares
Large Cap Value Portfolio - Class B 500,000,000 shares
MicroCap Portfolio - Class A 500,000,000 shares
MicroCap Portfolio - Class B 500,000,000 shares
Money Market Portfolio - Class A 4,000,000,000 shares
Money Market Portfolio - Class B 2,000,000,000 shares
Mortgage-Backed Securities Portfolio - Class A 500,000,000 shares
Mortgage-Backed Securities Portfolio - Class B 500,000,000 shares
Municipal Bond Portfolio - Class A 500,000,000 shares
Municipal Bond Portfolio - Class B 500,000,000 shares
Municipal Money Market Portfolio - Class A 4,000,000,000 shares
Small Company Growth Portfolio - Class A 500,000,000 shares
Small Company Growth Portfolio - Class B 500,000,000 shares
U.S. Equity Plus Portfolio - Class A 500,000,000 shares
U.S. Equity Plus Portfolio - Class B 500,000,000 shares
U.S. Large Cap Growth Portfolio -- Class A 500,000,000 shares
U.S. Large Cap Growth Portfolio -- Class B 500,000,000 shares
U.S. Real Estate Portfolio - Class A 500,000,000 shares
U.S. Real Estate Portfolio - Class B 500,000,000 shares
TOTAL 32,000,000,000 SHARES
FIFTH: As of the Effective Time, after giving effect to the reverse
stock split described in Article SECOND and the change in the par value per
share of the authorized shares of Emerging Markets Debt Portfolio - Class A
Common Stock and Emerging Markets Debt Portfolio - Class B Common Stock
described in Article THIRD, the total number of shares of stock of all
classes that the Corporation has authority to issue will continue to be
thirty-two billion (32,000,000,000) shares of Common Stock designated and
classified in the portfolios and classes described in Article FOURTH but by
virtue of the change in the par value per share of the shares of the Emerging
Markets Debt Portfolio - Class A Common Stock and the Emerging Markets Debt
Portfolio - Class B Common Stock from $0.001 per share to $0.003 per share,
the aggregate par value of the total number of shares of stock of all classes
that the Corporation has authority to issue will be thirty-four million
dollars ($34,000,000).
SIXTH: The foregoing amendments to the Charter as set forth in these
Articles of Amendment are for the purpose of effecting a reverse stock split
that results in a combination of issued and outstanding shares of the
Emerging Markets Debt Portfolio - Class A Common Stock and the Emerging
Markets Debt Portfolio - Class B of Common Stock and a change in the par
value of the authorized shares of such classes of Common Stock, as expressly
authorized in Sections 2-309(e) and 2-605 of the MGCL to be made without
action by the stockholders, and were approved by a majority of the entire
Board of Directors of the Corporation, without action by the stockholders.
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SEVENTH: The amendments to the Charter as set forth in these Articles
of Amendment do not increase the authorized stock of the Corporation.
EIGHTH: These Articles of Amendment shall be effective upon, and the
Effective Time shall be, the later of March 17, 2006 or the time that the
Department accepts these Articles of Amendment for record.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed in its name and on its behalf by its President and
attested to on its behalf by its Secretary on this 24th day of February, 2006.
MORGAN STANLEY INSTITUTIONAL FUND, INC.
By: /s/ Ronald E. Robison
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Ronald E. Robison
President
ATTEST:
/s/ Mary E. Mullin
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Mary E. Mullin
Secretary
THE UNDERSIGNED, President of MORGAN STANLEY INSTITUTIONAL FUND, INC.,
who executed on behalf of the Corporation the foregoing Articles of Amendment
of which this certificate is made a part, hereby acknowledges, in the name
and on behalf of the Corporation, the foregoing Articles of Amendment to be
the corporate act of the Corporation and, as to all matters or facts required
to be verified under oath, the undersigned President acknowledges that to the
best of his knowledge, information and belief, these matters and facts are
true in all material respects and that this statement is made under the
penalties for perjury.
/s/ Ronald E. Robison
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Ronald E. Robison
President
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