MORGAN STANLEY INSTITUTIONAL FUND INC Form 485BPOS Filed
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SECURITIES AND EXCHANGE COMMISSION FORM 485BPOS Post-effective amendments [Rule 485(b)] Filing Date: 2016-12-13 SEC Accession No. 0001104659-16-161877 (HTML Version on secdatabase.com) FILER MORGAN STANLEY INSTITUTIONAL FUND INC Mailing Address Business Address 522 FIFTH AVENUE 522 FIFTH AVENUE CIK:836487| IRS No.: 000000000 | State of Incorp.:MD | Fiscal Year End: 1231 NEW YORK NY 10036 NEW YORK NY 10036 Type: 485BPOS | Act: 33 | File No.: 033-23166 | Film No.: 162048833 800-548-7786 MORGAN STANLEY INSTITUTIONAL FUND INC Mailing Address Business Address 522 FIFTH AVENUE 522 FIFTH AVENUE CIK:836487| IRS No.: 000000000 | State of Incorp.:MD | Fiscal Year End: 1231 NEW YORK NY 10036 NEW YORK NY 10036 Type: 485BPOS | Act: 40 | File No.: 811-05624 | Film No.: 162048834 800-548-7786 Copyright © 2016 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on December 13, 2016. 1933 Act File No. 033-23166 1940 Act File No. 811-05624 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D. C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x Pre-Effective Amendment No. o Post-Effective Amendment No. 157 x and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x Amendment No. 158 x 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) Registrant's Telephone Number, Including Area Code: (800) 548-7786 Mary E. Mullin, Esq. Morgan Stanley Investment Management Inc. 522 Fifth Avenue New York, New York 10036 (Name and Address of Agent for Service) Copy To: Stuart M. Strauss, Esq. Carl Frischling, Esq. Dechert LLP Perkins Coie LLP 1095 Avenue of the 30 Rockefeller Plaza Americas Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document New York, New York New York, New York 10112 10036 It is proposed that this filing will become effective (check appropriate box) immediately upon filing pursuant to X paragraph (b) on (date) pursuant to paragraph (b) 60 days after filing pursuant to paragraph (a) (1) on (date) pursuant to paragraph (a) (1) 75 days after filing pursuant to paragraph (a) (2) On (date) pursuant to paragraph (a) (2) of rule 485. INVESTMENT MANAGEMENT Morgan Stanley Institutional Fund, Inc. Emerging Markets Breakout Nations Portfolio Prospectus December 13, 2016 Ticker Portfolio Symbol Emerging Markets Breakout Nations Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Class I EMIPX Class A EMAPX Class C EMCPX Class IS EMSPX The Securities and Exchange Commission ("SEC") has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense. FSVPRO-00 Table of Contents Page Portfolio Summary 1 Details of the Portfolio 6 Additional Information about the Portfolio's Investment Strategies and Related Risks 9 Fund Management 15 Shareholder Information 16 Financial Highlights 26 Morgan Stanley Institutional Fund, Inc. Prospectus Portfolio Summary Emerging Markets Breakout Nations Portfolio Objective Annual Portfolio Operating Expenses (expenses that you pay each The Emerging Markets Breakout Nations Portfolio (the year as a percentage of the value of your investment) "Portfolio") seeks long-term capital appreciation. Class I Class A Class C Class IS Advisory Fee 0.90 % 0.90 % 0.90 % 0.90 % Fees and Expenses Distribution and/ The table below describes the fees and expenses that you may or Shareholder pay if you buy and hold shares of the Portfolio. For purchases of Service (12b-1) Class A shares, you may qualify for a sales charge discount if the Fee None 0.25 % 1.00 % None cumulative net asset value ("NAV") of Class A shares of the Portfolio being purchased in a single transaction, together with Other 3 the NAV of any Class A, Class C and Class L shares of the Expenses 1.46 % 1.53 % 1.53 % 1.38 % Portfolio of Morgan Stanley Institutional Fund, Inc. (the "Fund") Total Annual already held in Related Accounts as of the date of the transaction Portfolio as well as Class A, Class C and Class L shares of any other Operating Morgan Stanley Multi-Class Fund (as defined in the section of Expenses* 2.36 % 2.68 % 3.43 % 2.28 % this Prospectus entitled "Shareholder InformationExchange Fee Waiver and/ Privilege" and including shares of Morgan Stanley Money or Expense Reimbursement* 1.17 % 1.17 % 1.17 % 1.18 % Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Market Funds (as defined in the section of this Prospectus Total Annual 1 entitled "Shareholder InformationExchange Privilege") which Portfolio you acquired in an exchange from Class A shares of the Portfolio Operating or Class A shares of another Morgan Stanley Multi-Class Fund) Expenses After held in Related Accounts (as defined in the section of this Fee Waiver and/ Prospectus entitled "Shareholder InformationSales Charges or Expense Applicable to Purchases of Class A Shares") which you acquired Reimbursement* 1.19 % 1.51 % 2.26 % 1.10 % in an exchange from Class A shares of the Portfolio or Class A shares of another Morgan Stanley Multi-Class Fund already held Example in Related Accounts as of the date of the transaction, amounts to The example below is intended to help you compare the cost of $25,000 or more. More information about this combined investing in the Portfolio with the cost of investing in other purchase discount and other discounts is available from your mutual funds. authorized financial intermediary and on page 18 of this The example assumes that you invest $10,000 in the Portfolio, Prospectus in the section entitled "Shareholder your investment has a 5% return each year and that the InformationSales Charges Applicable to Purchases of Class A Portfolio's operating expenses remain the same (except that the Shares." example incorporates the fee waiver and/or expense Shareholder Fees (fees paid directly from your investment) reimbursement arrangement for only the first year). Although Class I Class A Class C Class IS your actual costs may be higher or lower, based on these assumptions your costs would be: Maximum sales If You SOLD Your Shares: charge 1 Year 3 Years (load) Class I $ 121 $ 624 imposed on Class A $ 671 $ 1,208 purchases Class C $ 329 $ 945 (as Class IS $ 112 $ 599 a percentage If You HELD Your Shares: of offering 1 Year 3 Years price) None 5.25 % None None Class I $ 121 $ 624 Maximum Class A $ 671 $ 1,208 deferred Class C $ 229 $ 945 sales Class IS $ 112 $ 599 charge 1 Investments that are not subject to any sales charges at the time of (load) purchase are subject to a contingent deferred sales charge ("CDSC") of (as a 1.00% that will be imposed if you sell your shares within 18 months after percentage the last day of the month of purchase, except for certain specific based on circumstances. See "Shareholder InformationHow to Redeem Portfolio the Shares" for further information about the CDSC waiver categories. lesser of the 2 offering The Class C CDSC is only applicable if you sell your shares within one price year after the last day of the month of purchase. See "Shareholder or NAV at InformationHow to Redeem Portfolio Shares" for a complete discussion redemption) None None1 1.00 %2 None of the CDSC. Redemption Emerging Markets Breakout Nations Fee Portfolio (Cont'd) (as a percentage 2.00 % 2.00 % 2.00 % 2.00 % Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document of the emerging markets, whose capital markets have traditionally been amount difficult for foreign investors to enter or are in early stages of redeemed capital market and/or economic development. The countries that on comprise frontier emerging markets may change from time to redemptions time. The Portfolio may invest in equity securities of companies made within operating in frontier emerging market countries that exist now 30 days of and/or in the future. Under normal circumstances, no more than purchase) 30% of the Portfolio's assets, determined at the time of investment, will be invested in equity securities of issuers located 3 Other expenses have been estimated for the current fiscal year. in frontier emerging market countries. * The Portfolio's "Adviser," Morgan Stanley Investment Management Inc., The equity securities in which the Portfolio may primarily invest has agreed to reduce its advisory fee and/or reimburse the Portfolio so include common and preferred stocks, convertible securities and that Total Annual Portfolio Operating Expenses, excluding certain equity-linked securities, rights, warrants, depositary receipts, investment related expenses, taxes, interest and other extraordinary limited partnership interests and other specialty securities having expenses (including litigation), will not exceed 1.20% for Class I, 1.55% equity features. The Portfolio may invest in American Depositary for Class A, 2.30% for Class C and 1.10% for Class IS. The fee waivers Receipts ("ADRs"), Global Depositary Receipts ("GDRs") and and/or expense reimbursement will continue for at least one year or until other types of depositary receipts with respect to companies such time as the Fund's Board of Directors acts to discontinue all or a operating in emerging market and frontier emerging market portion of such waivers and/or reimbursements when it deems such countries and securities of other open- and closed-end investment action is appropriate. companies, including exchange-traded funds ("ETFs"). The Portfolio Turnover Portfolio may hold or have exposure to equity securities of The Portfolio pays transaction costs, such as commissions, when companies in any industry or sector.