UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-05624
Morgan Stanley Institutional Fund, Inc.
(Exact name of registrant as specified in charter)
| 522 Fifth Avenue, New York, New York | 10036 | |
| (Address of principal executive offices) | (Zip code) | |
John H. Gernon
522 Fifth Avenue, New York, New York 10036
(Name and address of agent for service)
Registrant's telephone number, including area code: 212-296-0289
Date of fiscal year end: December 31,
Date of reporting period: June 30, 2021
Item 1 - Report to Shareholders
Morgan Stanley Institutional Fund, Inc.
Active International Allocation Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
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 | | |
Director and Officer Information | | | 35 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Active International Allocation Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Expense Example
Active International Allocation Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Active International Allocation Portfolio Class I | | $ | 1,000.00 | | | $ | 1,076.20 | | | $ | 1,020.38 | | | $ | 4.58 | | | $ | 4.46 | | | | 0.89 | % | |
Active International Allocation Portfolio Class A | | | 1,000.00 | | | | 1,074.60 | | | | 1,018.99 | | | | 6.02 | | | | 5.86 | | | | 1.17 | | |
Active International Allocation Portfolio Class L | | | 1,000.00 | | | | 1,071.60 | | | | 1,016.31 | | | | 8.78 | | | | 8.55 | | | | 1.71 | | |
Active International Allocation Portfolio Class C | | | 1,000.00 | | | | 1,070.20 | | | | 1,014.93 | | | | 10.21 | | | | 9.94 | | | | 1.99 | | |
Active International Allocation Portfolio Class IS | | | 1,000.00 | | | | 1,076.70 | | | | 1,020.63 | | | | 4.33 | | | | 4.21 | | | | 0.84 | | |
Active International Allocation Portfolio Class IR | | | 1,000.00 | | | | 1,076.70 | | | | 1,020.63 | | | | 4.33 | | | | 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, 2021 (unaudited)
Portfolio of Investments
Active International Allocation Portfolio
| | Shares | | Value (000) | |
Common Stocks (99.0%) | |
Argentina (2.1%) | |
Despegar.com Corp. (a) | | | 399,550 | | | $ | 5,278 | | |
Belgium (1.0%) | |
Anheuser-Busch InBev SA N.V. | | | 35,666 | | | | 2,572 | | |
Brazil (1.4%) | |
Ambev SA ADR (b) | | | 992,621 | | | | 3,415 | | |
Canada (6.4%) | |
Agnico Eagle Mines Ltd. | | | 39,382 | | | | 2,382 | | |
Altus Group Ltd. (b) | | | 25,941 | | | | 1,202 | | |
Cameco Corp. | | | 37,683 | | | | 723 | | |
First Quantum Minerals Ltd. | | | 358,254 | | | | 8,257 | | |
Gildan Activewear, Inc. | | | 43,068 | | | | 1,589 | | |
Teck Resources Ltd., Class B | | | 75,688 | | | | 1,744 | | |
| | | 15,897 | | |
China (6.5%) | |
Alibaba Group Holding Ltd. ADR (a) | | | 27,107 | | | | 6,147 | | |
China Resources Beer Holdings Co., Ltd. (c) | | | 150,000 | | | | 1,347 | | |
Tencent Holdings Ltd. (c) | | | 57,100 | | | | 4,295 | | |
Tencent Music Entertainment Group ADR (a) | | | 53,366 | | | | 826 | | |
Trip.com Group Ltd. ADR (a) | | | 58,933 | | | | 2,090 | | |
Yum China Holdings, Inc. | | | 23,000 | | | | 1,524 | | |
| | | 16,229 | | |
Denmark (1.7%) | |
Drilling Co of 1972 A/S (The) (a) | | | 25,313 | | | | 1,057 | | |
Novo Nordisk A/S Series B | | | 37,166 | | | | 3,114 | | |
| | | 4,171 | | |
France (8.6%) | |
Air Liquide SA | | | 7,560 | | | | 1,324 | | |
Airbus SE (a) | | | 26,842 | | | | 3,451 | | |
Capgemini SE | | | 10,908 | | | | 2,095 | | |
Dassault Systemes SE | | | 5,613 | | | | 1,361 | | |
EssilorLuxottica SA | | | 76 | | | | 14 | | |
Hermes International | | | 463 | | | | 675 | | |
Kering SA | | | 2,026 | | | | 1,771 | | |
L'Oreal SA (BSRM) | | | 3,731 | | | | 1,663 | | |
Legrand SA | | | 6,555 | | | | 694 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 1,997 | | | | 1,566 | | |
Pernod Ricard SA | | | 6,591 | | | | 1,463 | | |
Remy Cointreau SA | | | 3,053 | | | | 630 | | |
Sanofi | | | 11,120 | | | | 1,165 | | |
Ubisoft Entertainment SA (a) | | | 26,061 | | | | 1,824 | | |
Vivendi SE (b) | | | 48,795 | | | | 1,639 | | |
| | | 21,335 | | |
Germany (7.0%) | |
Bayer AG (Registered) | | | 76,678 | | | | 4,656 | | |
CTS Eventim AG & Co. KGaA (a) | | | 28,509 | | | | 1,781 | | |
Duerr AG | | | 9,388 | | | | 357 | | |
Infineon Technologies AG | | | 39,415 | | | | 1,581 | | |
Jungheinrich AG (Preference) | | | 31,250 | | | | 1,527 | | |
KION Group AG | | | 15,048 | | | | 1,604 | | |
| | Shares | | Value (000) | |
Linde PLC (a) | | | 9,321 | | | $ | 2,690 | | |
Siemens Healthineers AG | | | 53,094 | | | | 3,254 | | |
| | | 17,450 | | |
India (3.3%) | |
Apollo Hospitals Enterprise Ltd. | | | 45,661 | | | | 2,224 | | |
ICICI Bank Ltd. (a) | | | 129,188 | | | | 1,096 | | |
ICICI Prudential Life Insurance Co., Ltd. | | | 144,760 | | | | 1,193 | | |
Maruti Suzuki India Ltd. | | | 12,004 | | | | 1,214 | | |
Reliance Industries Ltd. | | | 48,168 | | | | 1,368 | | |
State Bank of India | | | 182,705 | | | | 1,030 | | |
| | | 8,125 | | |
Ireland (0.4%) | |
Kerry Group PLC, Class A | | | 6,696 | | | | 935 | | |
Japan (9.2%) | |
FANUC Corp. | | | 5,150 | | | | 1,242 | | |
Hoya Corp. | | | 7,800 | | | | 1,034 | | |
Keyence Corp. | | | 5,600 | | | | 2,826 | | |
Murata Manufacturing Co., Ltd. | | | 8,700 | | | | 664 | | |
Nexon Co., Ltd. | | | 10,100 | | | | 225 | | |
Nikon Corp. | | | 448,300 | | | | 4,782 | | |
Nintendo Co., Ltd. | | | 1,808 | | | | 1,052 | | |
Shimano, Inc. | | | 4,350 | | | | 1,032 | | |
Shiseido Co., Ltd. | | | 10,300 | | | | 757 | | |
SMC Corp. | | | 2,105 | | | | 1,244 | | |
Sony Group Corp. | | | 32,993 | | | | 3,212 | | |
Sony Group Corp. ADR | | | 25,250 | | | | 2,455 | | |
Tokyo Electron Ltd. | | | 3,900 | | | | 1,688 | | |
Unicharm Corp. | | | 13,300 | | | | 535 | | |
| | | 22,748 | | |
Korea, Republic of (3.5%) | |
Samsung Electronics Co., Ltd. | | | 104,272 | | | | 7,472 | | |
SK Hynix, Inc. | | | 10,956 | | | | 1,241 | | |
| | | 8,713 | | |
Malta (0.0%) (d) | |
BGP Holdings PLC (a)(e) | | | 72,261 | | | | — | @ | |
Netherlands (4.3%) | |
Akzo Nobel N.V. | | | 11,933 | | | | 1,474 | | |
ASML Holding N.V. | | | 5,084 | | | | 3,493 | | |
Koninklijke Philips N.V. | | | 92,227 | | | | 4,570 | | |
Wolters Kluwer N.V. | | | 10,871 | | | | 1,092 | | |
| | | 10,629 | | |
Norway (1.3%) | |
Adevinta ASA (a) | | | 137,328 | | | | 2,632 | | |
Subsea 7 SA | | | 60,874 | | | | 584 | | |
| | | 3,216 | | |
Poland (1.1%) | |
Allegro.eu SA (a) | | | 159,781 | | | | 2,750 | | |
Singapore (8.6%) | |
Sea Ltd. ADR (a) | | | 78,174 | | | | 21,467 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Active International Allocation Portfolio
| | Shares | | Value (000) | |
South Africa (0.8%) | |
Impala Platinum Holdings Ltd. | | | 61,784 | | | $ | 1,019 | | |
Sibanye Stillwater Ltd. | | | 219,946 | | | | 919 | | |
Thungela Resources Ltd. (a)(b) | | | 7,820 | | | | 21 | | |
| | | 1,959 | | |
Spain (1.3%) | |
Amadeus IT Group SA (a) | | | 47,731 | | | | 3,357 | | |
Sweden (1.3%) | |
Atlas Copco AB, Class A | | | 6,146 | | | | 376 | | |
Epiroc AB, Class A | | | 25,544 | | | | 582 | | |
Telefonaktiebolaget LM Ericsson, Class B | | | 181,320 | | | | 2,279 | | |
| | | 3,237 | | |
Switzerland (1.3%) | |
Givaudan SA (Registered) | | | 246 | | | | 1,144 | | |
Nestle SA (Registered) | | | 16,605 | | | | 2,068 | | |
| | | 3,212 | | |
Taiwan (3.5%) | |
Airtac International Group | | | 32,000 | | | | 1,235 | | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 212,000 | | | | 4,527 | | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | | 24,292 | | | | 2,919 | | |
| | | 8,681 | | |
United Kingdom (13.9%) | |
Anglo American PLC | | | 78,214 | | | | 3,108 | | |
AstraZeneca PLC | | | 26,912 | | | | 3,232 | | |
Diageo PLC | | | 59,312 | | | | 2,840 | | |
Experian PLC | | | 84,897 | | | | 3,272 | | |
Glencore PLC (a) | | | 2,072,444 | | | | 8,871 | | |
Intertek Group PLC | | | 3,793 | | | | 290 | | |
Keywords Studios PLC (a) | | | 52,066 | | | | 1,793 | | |
Ryanair Holdings PLC ADR (a) | | | 25,057 | | | | 2,711 | | |
Sage Group PLC (The) | | | 72,435 | | | | 686 | | |
Unilever PLC | | | 38,935 | | | | 2,279 | | |
Unilever PLC ADR | | | 21,923 | | | | 1,283 | | |
Unilever PLC CVA | | | 61,315 | | | | 3,588 | | |
Weir Group PLC (The) (a) | | | 25,917 | | | | 664 | | |
| | | 34,617 | | |
United States (10.5%) | |
Air Products & Chemicals, Inc. | | | 4,116 | | | | 1,184 | | |
Booking Holdings, Inc. (a) | | | 1,006 | | | | 2,201 | | |
Charles River Laboratories International, Inc. (a) | | | 5,346 | | | | 1,978 | | |
Cognex Corp. | | | 7,900 | | | | 664 | | |
Estee Lauder Cos., Inc. (The), Class A | | | 5,577 | | | | 1,774 | | |
Farfetch Ltd., Class A (a) | | | 123,637 | | | | 6,226 | | |
Medtronic PLC | | | 15,251 | | | | 1,893 | | |
Mondelez International, Inc., Class A | | | 17,409 | | | | 1,087 | | |
Newmont Corp. (NYSE) | | | 64,750 | | | | 4,104 | | |
Newmont Corp. (TSX) | | | 29,323 | | | | 1,859 | | |
Schlumberger N.V. | | | 46,230 | | | | 1,480 | | |
Vertex Pharmaceuticals, Inc. (a) | | | 8,100 | | | | 1,633 | | |
| | | 26,083 | | |
Total Common Stocks (Cost $153,534) | | | 246,076 | | |
| | Shares | | Value (000) | |
Investment Company (0.4%) | |
United States (0.4%) | |
Morgan Stanley China A Share Fund, Inc. (See Note G) (Cost $1,067) | | | 46,002 | | | $ | 1,052 | | |
Short-Term Investments (0.1%) | |
Securities held as Collateral on Loaned Securities (0.0%) (d) | |
Investment Company (0.0%) (d) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 45,858 | | | | 46 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.0%) (d) | |
HSBC Securities USA, Inc., (0.05%, dated 6/30/21, due 7/1/21; proceeds $2; fully collateralized by a U.S. Government obligation; 0.00% due 2/15/23; valued at $2) | | $ | 2 | | | | 2 | | |
Merrill Lynch & Co., Inc., (0.05%, dated 6/30/21, due 7/1/21; proceeds $6; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 12/30/21 - 8/15/43; valued at $6) | | | 6 | | | | 6 | | |
| | | 8 | | |
Total Securities held as Collateral on Loaned Securities (Cost $54) | | | 54 | | |
| | Shares | | | |
Investment Company (0.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $172) | | | 171,691 | | | | 172 | | |
Total Short-Term Investments (Cost $226) | | | 226 | | |
Total Investments (99.5%) (Cost $154,827) Including $6,172 of Securities Loaned (f)(g) | | | 247,354 | | |
Other Assets in Excess of Liabilities (0.5%) | | | 1,196 | | |
Net Assets (100.0%) | | $ | 248,550 | | |
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.
@ Value is less than $500.
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2021.
(c) Security trades on the Hong Kong exchange.
(d) Amount is less than 0.05%.
(e) At June 30, 2021, the Fund held a fair valued security valued at less than $500, representing less than 0.05% of net assets. This security has been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(f) Securities are available for collateral in connection with open foreign currency forward exchange contracts and futures contracts.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Active International Allocation Portfolio
(g) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $97,265,000 and the aggregate gross unrealized depreciation is approximately $4,797,000, resulting in net unrealized appreciation of approximately $92,468,000.
ADR American Depositary Receipt.
BSRM Berlin Second Regulated Market.
CVA Certificaten Van Aandelen.
NYSE New York Stock Exchange.
TSX Toronto Stock Exchange.
Foreign Currency Forward Exchange Contracts:
The Fund had the following foreign currency forward exchange contracts open at June 30, 2021:
Counterparty | | Contracts to Deliver (000) | | In Exchange For (000) | | Delivery Date | | Unrealized Appreciation (Depreciation) (000) | |
Citibank NA | | EUR | 1,593 | | | $ | 1,936 | | | 9/16/21 | | $ | 44 | | |
State Street Bank and Trust Co. | | $ | 2,668 | | | GBP | 1,894 | | | 9/16/21 | | | (49 | ) | |
State Street Bank and Trust Co. | | $ | 1,934 | | | JPY | 212,626 | | | 9/16/21 | | | (18 | ) | |
| | | | | | | | $ | (23 | ) | |
Futures Contract:
The Fund had the following futures contract open at June 30, 2021:
| | Number of Contracts | | Expiration Date | | Notional Amount (000) | | Value (000) | | Unrealized Depreciation (000) | |
Long: | |
DAX Index (Germany) | | | 8 | | | Sep-21 | | EUR | — | @ | | $ | 3,682 | | | $ | (36 | ) | |
@ Amount is less than $500.
EUR — Euro
GBP — British Pound
JPY — Japanese Yen
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 57.1 | % | |
Metals & Mining | | | 13.0 | | |
Entertainment | | | 11.7 | | |
Internet & Direct Marketing Retail | | | 7.0 | | |
Semiconductors & Semiconductor Equipment | | | 6.2 | | |
Beverages | | | 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, 2021.
** Industries and/or investment types representing less than 5% of total investments.
*** Does not include open long futures contract with a value of approximately $3,682,000 and a total unrealized depreciation of approximately $36,000. Also does not include open foreign currency forward exchange contracts with net unrealized depreciation of approximately $23,000.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Active International Allocation Portfolio
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $153,542) | | $ | 246,084 | | |
Investment in Securities of Affiliated Issuers, at Value (Cost $1,285) | | | 1,270 | | |
Total Investments in Securities, at Value (Cost $154,827) | | | 247,354 | | |
Foreign Currency, at Value (Cost $95) | | | 91 | | |
Cash from Securities Lending | | | 2 | | |
Receivable for Fund Shares Sold | | | 1,382 | | |
Tax Reclaim Receivable | | | 417 | | |
Receivable for Variation Margin on Futures Contracts | | | 256 | | |
Dividends Receivable | | | 114 | | |
Unrealized Appreciation on Foreign Currency Forward Exchange Contracts | | | 44 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 97 | | |
Total Assets | | | 249,757 | | |
Liabilities: | |
Payable for Fund Shares Redeemed | | | 445 | | |
Payable for Advisory Fees | | | 380 | | |
Deferred Capital Gain Country Tax | | | 108 | | |
Unrealized Depreciation on Foreign Currency Forward Exchange Contracts | | | 67 | | |
Collateral on Securities Loaned, at Value | | | 56 | | |
Payable for Professional Fees | | | 36 | | |
Payable for Shareholder Services Fees — Class A | | | 15 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 4 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 1 | | |
Payable for Custodian Fees | | | 18 | | |
Payable for Administration Fees | | | 17 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 10 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 5 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 1 | | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
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 IS | | | — | @ | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Other Liabilities | | | 42 | | |
Total Liabilities | | | 1,207 | | |
Net Assets | | $ | 248,550 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 145,534 | | |
Total Distributable Earnings | | | 103,016 | | |
Net Assets | | $ | 248,550 | | |
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Active International Allocation Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 167,344 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 8,170,179 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 20.48 | | |
CLASS A: | |
Net Assets | | $ | 74,451 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,565,379 | | |
Net Asset Value, Redemption Price Per Share | | $ | 20.88 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.16 | | |
Maximum Offering Price Per Share | | $ | 22.04 | | |
CLASS L: | |
Net Assets | | $ | 5,968 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 288,933 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 20.65 | | |
CLASS C: | |
Net Assets | | $ | 748 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 36,361 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 20.57 | | |
CLASS IS: | |
Net Assets | | $ | 24 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,150 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 20.50 | | |
CLASS IR: | |
Net Assets | | $ | 15 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 735 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 20.50 | | |
(1) Including: Securities on Loan, at Value: | | $ | 6,172 | | |
@ 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, 2021 (unaudited)
Active International Allocation Portfolio
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $204 of Foreign Taxes Withheld) | | $ | 1,621 | | |
Dividends from Securities of Affiliated Issuers (Note G) | | | — | @ | |
Total Investment Income | | | 1,621 | | |
Expenses: | |
Advisory Fees (Note B) | | | 767 | | |
Shareholder Services Fees — Class A (Note D) | | | 90 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 22 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 3 | | |
Administration Fees (Note C) | | | 94 | | |
Sub Transfer Agency Fees — Class I | | | 42 | | |
Sub Transfer Agency Fees — Class A | | | 25 | | |
Sub Transfer Agency Fees — Class L | | | 2 | | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Professional Fees | | | 62 | | |
Registration Fees | | | 34 | | |
Custodian Fees (Note F) | | | 26 | | |
Shareholder Reporting Fees | | | 14 | | |
Transfer Agency Fees — Class I (Note E) | | | 2 | | |
Transfer Agency Fees — Class A (Note E) | | | 4 | | |
Transfer Agency Fees — Class L (Note E) | | | 2 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Pricing Fees | | | 4 | | |
Directors' Fees and Expenses | | | 3 | | |
Other Expenses | | | 11 | | |
Total Expenses | | | 1,210 | | |
Waiver of Advisory Fees (Note B) | | | (13 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (10 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (4 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class IS (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Net Expenses | | | 1,180 | | |
Net Investment Income | | | 441 | | |
Realized Gain (Loss): | |
Investments Sold | | | 18,488 | | |
Investments in Affiliates | | | (10 | ) | |
Foreign Currency Forward Exchange Contracts | | | 31 | | |
Foreign Currency Translation | | | (2 | ) | |
Futures Contracts | | | 1 | | |
Options Written | | | (3,753 | ) | |
Net Realized Gain | | | 14,755 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $108) | | | 703 | | |
Investments in Affiliates | | | 49 | | |
Foreign Currency Forward Exchange Contracts | | | (74 | ) | |
Foreign Currency Translation | | | (33 | ) | |
Futures Contracts | | | (36 | ) | |
Options Written | | | 1,291 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 1,900 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 16,655 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 17,096 | | |
@ 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, 2021
Active International Allocation Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 441 | | | $ | 223 | | |
Net Realized Gain | | | 14,755 | | | | 1,228 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 1,900 | | | | 49,406 | | |
Net Increase in Net Assets Resulting from Operations | | | 17,096 | | | | 50,857 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (57 | ) | |
Class A | | | — | | | | (26 | ) | |
Class L | | | — | | | | (2 | ) | |
Class C | | | — | | | | (— | @) | |
Class IS | | | — | | | | (— | @) | |
Class IR | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (85 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 41,045 | | | | 13,746 | | |
Distributions Reinvested | | | — | | | | 57 | | |
Redeemed | | | (31,291 | ) | | | (28,630 | ) | |
Class A: | |
Subscribed | | | 7,716 | | | | 5,120 | | |
Distributions Reinvested | | | — | | | | 26 | | |
Redeemed | | | (7,561 | ) | | | (9,666 | ) | |
Class L: | |
Exchanged | | | — | | | | 334 | | |
Distributions Reinvested | | | — | | | | 2 | | |
Redeemed | | | (154 | ) | | | (637 | ) | |
Class C: | |
Subscribed | | | 582 | | | | 83 | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (4 | ) | | | (5 | ) | |
Class IS: | |
Subscribed | | | 13 | | | | — | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (4 | ) | | | — | | |
Class IR: | |
Distributions Reinvested | | | — | | | | — | @ | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | 10,342 | | | | (19,570 | ) | |
Total Increase in Net Assets | | | 27,438 | | | | 31,202 | | |
Net Assets: | |
Beginning of Period | | | 221,112 | | | | 189,910 | | |
End of Period | | $ | 248,550 | | | $ | 221,112 | | |
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Active International Allocation Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 2,063 | | | | 915 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3 | | |
Shares Redeemed | | | (1,568 | ) | | | (1,939 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | 495 | | | | (1,021 | ) | |
Class A: | |
Shares Subscribed | | | 381 | | | | 323 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (373 | ) | | | (672 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | 8 | | | | (348 | ) | |
Class L: | |
Shares Exchanged | | | — | | | | 29 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (8 | ) | | | (44 | ) | |
Net Decrease in Class L Shares Outstanding | | | (8 | ) | | | (15 | ) | |
Class C: | |
Shares Subscribed | | | 29 | | | | 4 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (— | @@) | | | (— | @@) | |
Net Increase in Class C Shares Outstanding | | | 29 | | | | 4 | | |
Class IS: | |
Shares Subscribed | | | 1 | | | | — | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (— | @@) | | | — | | |
Net Increase in Class IS Shares Outstanding | | | — | @@ | | | — | @@ | |
Class IR: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
@ 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, 2021
Financial Highlights
Active International Allocation Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 19.03 | | | $ | 14.59 | | | $ | 12.07 | | | $ | 14.46 | | | $ | 11.83 | | | $ | 12.20 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.05 | | | | 0.04 | | | | 0.16 | | | | 0.23 | | | | 0.19 | | | | 0.26 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.40 | | | | 4.41 | | | | 2.54 | | | | (2.41 | ) | | | 2.74 | | | | (0.34 | ) | |
Total from Investment Operations | | | 1.45 | | | | 4.45 | | | | 2.70 | | | | (2.18 | ) | | | 2.93 | | | | (0.08 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.18 | ) | | | (0.21 | ) | | | (0.30 | ) | | | (0.29 | ) | |
Redemption Fees | | | — | | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 20.48 | | | $ | 19.03 | | | $ | 14.59 | | | $ | 12.07 | | | $ | 14.46 | | | $ | 11.83 | | |
Total Return(4) | | | 7.62 | %(6) | | | 30.48 | % | | | 22.41 | % | | | (15.14 | )% | | | 24.76 | % | | | (0.67 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 167,344 | | | $ | 146,087 | | | $ | 126,860 | | | $ | 119,925 | | | $ | 155,550 | | | $ | 169,589 | | |
Ratio of Expenses Before Expense Limitation | | | 0.92 | %(7) | | | 1.02 | % | | | 0.97 | % | | | 0.97 | % | | | 1.14 | % | | | 0.94 | % | |
Ratio of Expenses After Expense Limitation | | | 0.89 | %(5)(7) | | | 0.89 | %(5) | | | 0.89 | %(5) | | | 0.88 | %(5) | | | 0.88 | %(5) | | | 0.76 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.89 | %(5) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.48 | %(5)(7) | | | 0.24 | %(5) | | | 1.22 | %(5) | | | 1.67 | %(5) | | | 1.44 | %(5) | | | 2.18 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 19 | %(6) | | | 37 | % | | | 34 | % | | | 43 | % | | | 22 | % | | | 40 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation would have been 0.13% higher and the Ratio of Net Investment Income would have been 0.13% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Active International Allocation Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 19.43 | | | $ | 14.94 | | | $ | 12.36 | | | $ | 14.79 | | | $ | 12.10 | | | $ | 12.47 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.02 | | | | (0.01 | ) | | | 0.11 | | | | 0.19 | | | | 0.14 | | | | 0.21 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.43 | | | | 4.51 | | | | 2.61 | | | | (2.46 | ) | | | 2.80 | | | | (0.34 | ) | |
Total from Investment Operations | | | 1.45 | | | | 4.50 | | | | 2.72 | | | | (2.27 | ) | | | 2.94 | | | | (0.13 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.14 | ) | | | (0.16 | ) | | | (0.25 | ) | | | (0.24 | ) | |
Redemption Fees | | | — | | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 20.88 | | | $ | 19.43 | | | $ | 14.94 | | | $ | 12.36 | | | $ | 14.79 | | | $ | 12.10 | | |
Total Return(4) | | | 7.46 | %(6) | | | 30.10 | % | | | 22.00 | % | | | (15.38 | )% | | | 24.29 | % | | | (1.05 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 74,451 | | | $ | 69,135 | | | $ | 58,339 | | | $ | 50,726 | | | $ | 65,710 | | | $ | 56,934 | | |
Ratio of Expenses Before Expense Limitation | | | 1.19 | %(7) | | | 1.31 | % | | | 1.25 | % | | | 1.26 | % | | | 1.48 | % | | | 1.32 | % | |
Ratio of Expenses After Expense Limitation | | | 1.17 | %(5)(7) | | | 1.19 | %(5) | | | 1.22 | %(5) | | | 1.19 | %(5) | | | 1.23 | %(5) | | | 1.14 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.19 | %(5) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.19 | %(5)(7) | | | (0.06 | )%(5) | | | 0.82 | %(5) | | | 1.37 | %(5) | | | 1.02 | %(5) | | | 1.79 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 19 | %(6) | | | 37 | % | | | 34 | % | | | 43 | % | | | 22 | % | | | 40 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation would have been 0.10% higher and the Ratio of Net Investment Income would have been 0.10% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Active International Allocation Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 19.27 | | | $ | 14.90 | | | $ | 12.32 | | | $ | 14.73 | | | $ | 12.04 | | | $ | 12.41 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.04 | ) | | | (0.09 | ) | | | 0.05 | | | | 0.13 | | | | 0.07 | | | | 0.14 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.42 | | | | 4.47 | | | | 2.59 | | | | (2.46 | ) | | | 2.79 | | | | (0.35 | ) | |
Total from Investment Operations | | | 1.38 | | | | 4.38 | | | | 2.64 | | | | (2.33 | ) | | | 2.86 | | | | (0.21 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.06 | ) | | | (0.08 | ) | | | (0.17 | ) | | | (0.16 | ) | |
Redemption Fees | | | — | | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 20.65 | | | $ | 19.27 | | | $ | 14.90 | | | $ | 12.32 | | | $ | 14.73 | | | $ | 12.04 | | |
Total Return(4) | | | 7.16 | %(6) | | | 29.38 | % | | | 21.43 | % | | | (15.87 | )% | | | 23.80 | % | | | (1.68 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 5,968 | | | $ | 5,718 | | | $ | 4,644 | | | $ | 4,375 | | | $ | 6,463 | | | $ | 6,053 | | |
Ratio of Expenses Before Expense Limitation | | | 1.73 | %(7) | | | 1.86 | % | | | 1.81 | % | | | 1.76 | % | | | 2.07 | % | | | 1.93 | % | |
Ratio of Expenses After Expense Limitation | | | 1.71 | %(5)(7) | | | 1.74 | %(5) | | | 1.74 | %(5) | | | 1.69 | %(5) | | | 1.73 | %(5) | | | 1.74 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.74 | %(5) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.35 | )%(5)(7) | | | (0.61 | )%(5) | | | 0.35 | %(5) | | | 0.92 | %(5) | | | 0.54 | %(5) | | | 1.20 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | (0.01 | )% | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 19 | %(6) | | | 37 | % | | | 34 | % | | | 43 | % | | | 22 | % | | | 40 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Active International Allocation Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 19.22 | | | $ | 14.89 | | | $ | 12.34 | | | $ | 14.77 | | | $ | 12.15 | | | $ | 12.38 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.05 | ) | | | (0.12 | ) | | | 0.00 | (3) | | | 0.09 | | | | (0.00 | )(3) | | | 0.14 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.40 | | | | 4.46 | | | | 2.59 | | | | (2.45 | ) | | | 2.83 | | | | (0.37 | ) | |
Total from Investment Operations | | | 1.35 | | | | 4.34 | | | | 2.59 | | | | (2.36 | ) | | | 2.83 | | | | (0.23 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.04 | ) | | | (0.07 | ) | | | (0.21 | ) | | | — | | |
Redemption Fees | | | — | | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 20.57 | | | $ | 19.22 | | | $ | 14.89 | | | $ | 12.34 | | | $ | 14.77 | | | $ | 12.15 | | |
Total Return(4) | | | 7.02 | %(6) | | | 29.13 | % | | | 21.03 | % | | | (16.04 | )% | | | 23.42 | % | �� | | (1.94 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 748 | | | $ | 144 | | | $ | 45 | | | $ | 42 | | | $ | 23 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 2.25 | %(7) | | | 5.66 | % | | | 7.49 | % | | | 7.18 | % | | | 20.06 | % | | | 8.58 | % | |
Ratio of Expenses After Expense Limitation | | | 1.99 | %(5)(7) | | | 1.99 | %(5) | | | 1.99 | %(5) | | | 1.98 | %(5) | | | 1.97 | %(5) | | | 1.99 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.99 | %(5) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.52 | )%(5)(7) | | | (0.81 | )%(5) | | | 0.03 | %(5) | | | 0.67 | %(5) | | | (0.03 | )%(5) | | | 1.19 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | | | 0.03 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 19 | %(6) | | | 37 | % | | | 34 | % | | | 43 | % | | | 22 | % | | | 40 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Active International Allocation Portfolio
| | Class IS | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Year Ended December 31, 2020 | | Period from October 31, 2019(1) to December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 19.04 | | | $ | 14.59 | | | $ | 13.79 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.05 | | | | 0.04 | | | | 0.00 | (3) | |
Net Realized and Unrealized Gain | | | 1.41 | | | | 4.42 | | | | 0.98 | | |
Total from Investment Operations | | | 1.46 | | | | 4.46 | | | | 0.98 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.18 | ) | |
Net Asset Value, End of Period | | $ | 20.50 | | | $ | 19.04 | | | $ | 14.59 | | |
Total Return(4) | | | 7.67 | %(6) | | | 30.55 | % | | | 7.15 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 24 | | | $ | 14 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 11.02 | %(7) | | | 21.16 | % | | | 14.33 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.84 | %(5)(7) | | | 0.84 | %(5) | | | 0.84 | %(5)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A% | | | | 0.84 | %(5) | | | N/A% | | |
Ratio of Net Investment Income | | | 0.26 | %(5)(7) | | | 0.28 | %(5) | | | 0.18 | %(5)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 19 | %(6) | | | 37 | % | | | 34 | % | |
(1) Commencement of Offering.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Active International Allocation Portfolio
| | Class IR | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Year Ended December 31, 2020 | | Period from October 31, 2019(1) to December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 19.04 | | | $ | 14.59 | | | $ | 13.79 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.05 | | | | 0.04 | | | | 0.00 | (3) | |
Net Realized and Unrealized Gain on Investments | | | 1.41 | | | | 4.42 | | | | 0.98 | | |
Total from Investment Operations | | | 1.46 | | | | 4.46 | | | | 0.98 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.18 | ) | |
Net Asset Value, End of Period | | $ | 20.50 | | | $ | 19.04 | | | $ | 14.59 | | |
Total Return(4) | | | 7.67 | %(6) | | | 30.55 | % | | | 7.15 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 15 | | | $ | 14 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 12.64 | %(7) | | | 20.70 | % | | | 14.33 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.84 | %(5)(7) | | | 0.84 | %(5) | | | 0.84 | %(5)(7) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.84 | %(5) | | | N/A | | |
Ratio of Net Investment Income | | | 0.52 | %(5)(7) | | | 0.29 | %(5) | | | 0.18 | %(5)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(7) | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 19 | %(6) | | | 37 | % | | | 34 | % | |
(1) Commencement of Offering.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Active International Allocation Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class IS 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.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the
security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) futures are valued at the settlement price on the exchange on which they trade or, if a settlement price is unavailable, at the last sale price on the exchange; (6) when market quotations are not readily available, including circumstances under which the Adviser determines
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (7) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (8) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a
liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
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 | | $ | 3,451 | | | $ | — | | | $ | — | | | $ | 3,451 | | |
Airlines | | | 2,711 | | | | — | | | | — | | | | 2,711 | | |
Automobiles | | | 1,214 | | | | — | | | | — | | | | 1,214 | | |
Banks | | | 2,126 | | | | — | | | | — | | | | 2,126 | | |
Beverages | | | 12,267 | | | | — | | | | — | | | | 12,267 | | |
Biotechnology | | | 1,633 | | | | — | | | | — | | | | 1,633 | | |
Chemicals | | | 7,816 | | | | — | | | | — | | | | 7,816 | | |
Communications Equipment | | | 2,279 | | | | — | | | | — | | | | 2,279 | | |
Electrical Equipment | | | 694 | | | | — | | | | — | | | | 694 | | |
Electronic Equipment, Instruments & Components | | | 4,154 | | | | — | | | | — | | | | 4,154 | | |
Energy Equipment & Services | | | 3,121 | | | | — | | | | — | | | | 3,121 | | |
Entertainment | | | 28,814 | | | | — | | | | — | | | | 28,814 | | |
Food Products | | | 4,090 | | | | — | | | | — | | | | 4,090 | | |
Health Care Equipment & Supplies | | | 10,751 | | | | — | | | | — | | | | 10,751 | | |
Health Care Providers & Services | | | 2,224 | | | | — | | | | — | | | | 2,224 | | |
Hotels, Restaurants & Leisure | | | 9,003 | | | | — | | | | — | | | | 9,003 | | |
Household Durables | | | 10,449 | | | | — | | | | — | | | | 10,449 | | |
Household Products | | | 535 | | | | — | | | | — | | | | 535 | | |
Information Technology Services | | | 7,245 | | | | — | | | | — | | | | 7,245 | | |
Insurance | | | 1,193 | | | | — | | | | — | | | | 1,193 | | |
Interactive Media & Services | | | 6,927 | | | | — | | | | — | | | | 6,927 | | |
Internet & Direct Marketing Retail | | | 17,213 | | | | — | | | | — | | | | 17,213 | | |
Leisure Products | | | 1,032 | | | | — | | | | — | | | | 1,032 | | |
Life Sciences Tools & Services | | | 1,978 | | | | — | | | | — | | | | 1,978 | | |
Machinery | | | 8,831 | | | | — | | | | — | | | | 8,831 | | |
Metals & Mining | | | 32,263 | | | | — | | | | — | | | | 32,263 | | |
Oil, Gas & Consumable Fuels | | | 2,112 | | | | — | | | | — | | | | 2,112 | | |
Personal Products | | | 11,344 | | | | — | | | | — | | | | 11,344 | | |
Pharmaceuticals | | | 12,167 | | | | — | | | | — | | | | 12,167 | | |
Professional Services | | | 4,654 | | | | — | | | | — | | | | 4,654 | | |
Real Estate Management & Development | | | 1,202 | | | | — | | | | — | @ | | | 1,202 | | |
Semiconductors & Semiconductor Equipment | | | 15,449 | | | | — | | | | — | | | | 15,449 | | |
Software | | | 2,047 | | | | — | | | | — | | | | 2,047 | | |
Tech Hardware, Storage & Peripherals | | | 7,472 | | | | — | | | | — | | | | 7,472 | | |
Textiles, Apparel & Luxury Goods | | | 5,615 | | | | — | | | | — | | | | 5,615 | | |
Total Common Stocks | | | 246,076 | | | | — | | | | — | @ | | | 246,076 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Investment Company | | $ | 1,052 | | | $ | — | | | $ | — | | | $ | 1,052 | | |
Short-Term Investments | |
Investment Company | | | 218 | | | | — | | | | — | | | | 218 | | |
Repurchase Agreements | | | — | | | | 8 | | | | — | | | | 8 | | |
Total Short-Term Investments | | | 218 | | | | 8 | | | | — | | | | 226 | | |
Foreign Currency Forward Exchange Contract | | | — | | | | 44 | | | | — | | | | 44 | | |
Total Assets | | | 247,346 | | | | 52 | | | | — | @ | | | 247,398 | | |
Liabilities: | |
Foreign Currency Forward Exchange Contracts | | | — | | | | (67 | ) | | | — | | | | (67 | ) | |
Futures Contract | | | (36 | ) | | | — | | | | — | | | | (36 | ) | |
Total Liabilities | | | (36 | ) | | | (67 | ) | | | — | | | | (103 | ) | |
Total | | $ | 247,310 | | | $ | (15 | ) | | $ | — | @ | | $ | 247,295 | | |
@ Value is less than $500.
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Common Stock (000) | |
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, 2021 | | $ | — | @ | |
@ Value is less than $500.
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
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are
treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure
to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Statement of Assets and Liabilities. Premium paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. The Fund may write call and put options on stock indexes, futures, securities or currencies it owns or in which it may invest. Writing put options tend to increase the Fund's exposure to the underlying instrument. Writing call options tend to decrease the Fund's exposure to the underlying instruments. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability. Any liability recorded is subsequently adjusted to reflect the current value of the options written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the net realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
As of June 30, 2021, the Fund did not have any outstanding purchased options.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
Futures: A futures contract is a standardized, exchange-traded agreement to buy or sell a specific quantity of an underlying asset, reference rate or index at a specific price at a specific future time. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date. During the period the futures contract is open, payments are received from or made to the broker based upon changes in the value of the contract (the variation margin). A decision as to whether, when and how to use futures contracts involves the exercise of skill and judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks discussed above, the prices of futures contracts can be highly volatile, using futures contracts can lower total return and the potential loss from futures contracts can exceed the Fund's initial investment in such contracts. No assurance can be given that a liquid market will exist for any particular futures contract at any particular time. There is also the risk of loss by the Fund of margin deposits in the event of bankruptcy of a broker with which the Fund has open positions in the futures contract.
Foreign Currency Forward Exchange Contracts: In connection with its investments in foreign securities, the Fund also entered into contracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date. A foreign currency forward exchange contract ("currency contract") is a negotiated agreement between the contracting parties to exchange a specified amount of currency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. Currency contracts may be used to protect against uncertainty in the level of future foreign currency exchange rates or to gain or modify exposure to a particular currency. To the extent hedged by the use of currency contracts, the precise matching of the currency contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of
those securities between the date on which the contract is entered into and the date it matures. Furthermore, such transactions may reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There is additional risk to the extent that currency contracts create exposure to currencies in which the Fund's securities are not denominated. Unanticipated changes in currency prices may result in poorer overall performance for the Fund than if it had not entered into such contracts. The use of currency contracts involves the risk of loss from the insolvency or bankruptcy of the counterparty to the contract or the failure of the counterparty to make payments or otherwise comply with the terms of the contract. A currency contract is marked-to-market daily and the change in market value is recorded by the Fund as unrealized gain or loss. The Fund records realized gains (losses) when the currency contract is closed equal to the difference between the value of the currency contract at the time it was opened and the value at the time it was closed.
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, 2021:
| | Asset Derivatives Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Foreign Currency Forward Exchange Contract | | Unrealized Appreciation on Foreign Currency Forward Exchange Contract | | Currency Risk | | $ | 44 | | |
| | 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 | | $ | (67 | ) | |
Future Contract | | Variation Margin on Future Contract | | Equity Risk | | | (36 | )(a) | |
Total | | | | | | $ | (103 | ) | |
(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.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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, 2021 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Foreign Currency Forward Exchange Contracts | | $ | 31 | | |
Equity Risk | | Futures Contracts | | | 1 | | |
Currency Risk | | Investments (Purchased Options) | | | (665 | )(b) | |
Currency Risk | | Written Options | | | (3,753 | ) | |
Total | | | | $ | (4,386 | ) | |
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Foreign Currency Forward Exchange Contracts | | $ | (74 | ) | |
Equity Risk | | Futures Contracts | | | (36 | ) | |
Currency Risk | | Written Options | | | 1,291 | | |
Total | | | | $ | 1,181 | | |
(b) Amounts are included in Investments Sold in the Statement of Operations.
At June 30, 2021, 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(c) | | Assets(d) (000) | | Liabilities(d) (000) | |
Foreign Currency Forward Exchange Contracts | | $ | 44 | | | $ | (67 | ) | |
(c) Excludes exchange-traded derivatives.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repur-
chase 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, 2021:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
Citibank NA | | $ | 44 | | | $ | — | | | $ | — | | | $ | 44 | | |
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) | |
State Street Bank and Trust Co. | | $ | 67 | | | $ | — | | | $ | — | | | $ | 67 | | |
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Foreign Currency Forward Exchange Contracts: | |
Average monthly principal amount | | $ | 7,887,000 | | |
Futures Contracts: | |
Average monthly notional value | | $ | 19,611,000 | | |
Purchased Options: | |
Average monthly notional amount | | | 17,000 | | |
Written Options: | |
Average monthly notional amount | | | 20,000 | | |
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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, 2021:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 6,172 | (e) | | $ | — | | | $ | (6,172 | )(f)(g) | | $ | 0 | | |
(e) Represents market value of loaned securities at period end.
(f) The Fund received cash collateral of approximately $56,000, of which approximately $54,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2021, there was uninvested cash of approximately $2,000, which is not reflected in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $6,614,000 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.
(g) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to- Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2021:
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 | | $ | 56 | | | $ | — | | | $ | — | | | $ | — | | | $ | 56 | | |
Total Borrowings | | $ | 56 | | | $ | — | | | $ | — | | | $ | — | | | $ | 56 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 56 | | |
7. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
8. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
9. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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, 2021, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.63% 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 IS 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, 2021, approximately $13,000 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 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 shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $51,346,000 and $44,825,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, advisory fees paid were reduced by approximately $10,000 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, 2021, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Morgan Stanley China A Share Fund, Inc.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2021 is as follows:
Affiliated Investment Company/Issuer | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,074 | | | $ | 36,623 | | | $ | 37,479 | | | $ | — | @ | |
Morgan Stanley China A Share Fund, Inc. | | | 1,260 | | | | — | | | | 247 | | | | — | | |
Total | | $ | 2,334 | | | $ | 36,623 | | | $ | 37,726 | | | $ | — | @ | |
Affiliated Investment Company/Issuer (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 218 | | |
Morgan Stanley China A Share Fund | | | (10 | ) | | | 49 | | | | 1,052 | | |
Total | | $ | (10 | ) | | $ | 49 | | | $ | 1,270 | | |
@ 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, 2021, 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
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: Ordinary Income (000) | | 2019 Distributions Paid From: Ordinary Income (000) | |
$ | 85 | | | $ | 2,134 | | |
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, 2020:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | — | @ | | $ | (— | @) | |
@ Amount is less than $500.
At December 31, 2020, the Fund had no distributable earnings on a tax basis.
At December 31, 2020, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $3,422,000, that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders. During the year ended
December 31, 2020, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $1,602,000.
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2020, the Fund intends to defer to January 1, 2021 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$ | 21 | | | $ | — | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 77.3%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes 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, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIAIASAN
3691814 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Advantage Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
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 | | |
Director and Officer Information | | | 31 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,085.00 | | | $ | 1,020.58 | | | $ | 4.39 | | | $ | 4.26 | | | | 0.85 | % | |
Advantage Portfolio Class A | | | 1,000.00 | | | | 1,083.50 | | | | 1,019.29 | | | | 5.73 | | | | 5.56 | | | | 1.11 | | |
Advantage Portfolio Class L | | | 1,000.00 | | | | 1,084.60 | | | | 1,020.23 | | | | 4.76 | | | | 4.61 | | | | 0.92 | | |
Advantage Portfolio Class C | | | 1,000.00 | | | | 1,079.60 | | | | 1,015.72 | | | | 9.44 | | | | 9.15 | | | | 1.83 | | |
Advantage Portfolio Class IS | | | 1,000.00 | | | | 1,085.50 | | | | 1,021.03 | | | | 3.93 | | | | 3.81 | | | | 0.76 | | |
* 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, 2021 (unaudited)
Consolidated Portfolio of Investments
Advantage Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.4%) | |
Aerospace & Defense (2.1%) | |
HEICO Corp., Class A | | | 176,414 | | | $ | 21,907 | | |
Entertainment (5.3%) | |
Activision Blizzard, Inc. | | | 167,125 | | | | 15,950 | | |
Spotify Technology SA (a) | | | 138,508 | | | | 38,172 | | |
| | | 54,122 | | |
Food & Staples Retailing (2.3%) | |
Costco Wholesale Corp. | | | 60,042 | | | | 23,757 | | |
Health Care Equipment & Supplies (5.8%) | |
Danaher Corp. | | | 41,714 | | | | 11,195 | | |
Intuitive Surgical, Inc. (a) | | | 52,872 | | | | 48,623 | | |
| | | 59,818 | | |
Health Care Technology (4.9%) | |
Veeva Systems, Inc., Class A (a) | | | 162,281 | | | | 50,461 | | |
Industrial Conglomerates (1.0%) | |
Roper Technologies, Inc. | | | 21,673 | | | | 10,191 | | |
Information Technology Services (25.8%) | |
Adyen N.V. (Netherlands) (a) | | | 6,021 | | | | 14,711 | | |
Okta, Inc. (a) | | | 106,532 | | | | 26,066 | | |
PayPal Holdings, Inc. (a) | | | 56,704 | | | | 16,528 | | |
Shopify, Inc., Class A (Canada) (a) | | | 42,959 | | | | 62,762 | | |
Snowflake, Inc., Class A (a) | | | 148,193 | | | | 35,833 | | |
Square, Inc., Class A (a) | | | 217,584 | | | | 53,047 | | |
Twilio, Inc., Class A (a) | | | 144,574 | | | | 56,986 | | |
| | | 265,933 | | |
Interactive Media & Services (16.3%) | |
Facebook, Inc., Class A (a) | | | 44,234 | | | | 15,381 | | |
IAC/InterActiveCorp (a) | | | 145,464 | | | | 22,426 | | |
Match Group, Inc. (a) | | | 100,306 | | | | 16,174 | | |
Snap, Inc., Class A (a) | | | 391,202 | | | | 26,656 | | |
Twitter, Inc. (a) | | | 871,471 | | | | 59,966 | | |
Vimeo, Inc. (a) | | | 236,160 | | | | 11,572 | | |
ZoomInfo Technologies, Inc., Class A (a) | | | 293,850 | | | | 15,330 | | |
| | | 167,505 | | |
Internet & Direct Marketing Retail (9.5%) | |
Amazon.com, Inc. (a) | | | 13,235 | | | | 45,530 | | |
Chewy, Inc., Class A (a) | | | 137,498 | | | | 10,960 | | |
Farfetch Ltd., Class A (a) | | | 353,869 | | | | 17,821 | | |
Wayfair, Inc., Class A (a) | | | 76,097 | | | | 24,025 | | |
| | | 98,336 | | |
Metals & Mining (0.3%) | |
Royal Gold, Inc. | | | 22,769 | | | | 2,598 | | |
Pharmaceuticals (3.2%) | |
Royalty Pharma PLC, Class A | | | 540,240 | | | | 22,145 | | |
Zoetis, Inc. | | | 57,487 | | | | 10,713 | | |
| | | 32,858 | | |
Road & Rail (2.4%) | |
Uber Technologies, Inc. (a) | | | 497,705 | | | | 24,945 | | |
| | Shares | | Value (000) | |
Semiconductors & Semiconductor Equipment (2.5%) | |
ASML Holding N.V. (Netherlands) | | | 37,538 | | | $ | 25,933 | | |
Software (15.1%) | |
Avalara, Inc. (a) | | | 65,197 | | | | 10,549 | | |
Coupa Software, Inc. (a) | | | 71,293 | | | | 18,687 | | |
Datadog, Inc., Class A (a) | | | 149,093 | | | | 15,517 | | |
DocuSign, Inc. (a) | | | 61,286 | | | | 17,134 | | |
salesforce.com, Inc. (a) | | | 61,793 | | | | 15,094 | | |
ServiceNow, Inc. (a) | | | 28,972 | | | | 15,921 | | |
Workday, Inc., Class A (a) | | | 97,163 | | | | 23,197 | | |
Zoom Video Communications, Inc., Class A (a) | | | 101,072 | | | | 39,118 | | |
| | | 155,217 | | |
Textiles, Apparel & Luxury Goods (0.9%) | |
Lululemon Athletica, Inc. (a) | | | 26,291 | | | | 9,595 | | |
Total Common Stocks (Cost $621,715) | | | 1,003,176 | | |
Investment Company (0.3%) | |
Grayscale Bitcoin Trust (a) (Cost $5,707) | | | 113,571 | | | | 3,385 | | |
Short-Term Investment (3.3%) | |
Investment Company (3.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $34,365) | | | 34,364,930 | | | | 34,365 | | |
Total Investments Excluding Purchased Options (101.0%) (Cost $659,467) | | | | | 1,040,926 | | |
Total Purchased Options Outstanding (0.0%) (b) (Cost $3,990) | | | 224 | | |
Total Investments (101.0%) (Cost $665,777) (c) | | | 1,041,150 | | |
Liabilities in Excess of Other Assets (–1.0%) | | | (10,482 | ) | |
Net Assets (100.0%) | | $ | 1,030,668 | | |
(a) Non-income producing security.
(b) Amount is less than 0.05%.
(c) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $384,313,000 and the aggregate gross unrealized depreciation is approximately $8,940,000, resulting in net unrealized appreciation of approximately $375,373,000.
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Advantage Portfolio
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2021:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
BNP Paribas | | USD/CNH | | CNH | 7.99 | | | Sep-21 | | | 121,426,064 | | | | 121,426 | | | $ | — | @ | | $ | 734 | | | $ | (734 | ) | |
BNP Paribas | | USD/CNH | | CNH | 7.45 | | | Jan-22 | | | 169,591,626 | | | | 169,592 | | | | 70 | | | | 905 | | | | (835 | ) | |
BNP Paribas | | USD/CNH | | CNH | 7.64 | | | Nov-21 | | | 140,421,482 | | | | 140,421 | | | | 14 | | | | 763 | | | | (749 | ) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.57 | | | Mar-22 | | | 177,160,838 | | | | 177,161 | | | | 140 | | | | 880 | | | | (740 | ) | |
Royal Bank of Scotland | | USD/CNH | | CNH | 8.06 | | | Jul-21 | | | 133,439,457 | | | | 133,439 | | | | — | @ | | | 708 | | | | (708 | ) | |
| | | | | | | | | | | | $ | 224 | | | $ | 3,990 | | | $ | (3,766 | ) | |
@ Value is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Information Technology Services | | | 25.6 | % | |
Other* | | | 23.1 | | |
Interactive Media & Services | | | 16.1 | | |
Software | | | 14.9 | | |
Internet & Direct Marketing Retail | | | 9.4 | | |
Health Care Equipment & Supplies | | | 5.7 | | |
Entertainment | | | 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, 2021 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $631,412) | | $ | 1,006,785 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $34,365) | | | 34,365 | | |
Total Investments in Securities, at Value (Cost $665,777) | | | 1,041,150 | | |
Foreign Currency, at Value (Cost $1) | | | 1 | | |
Receivable for Fund Shares Sold | | | 1,309 | | |
Receivable for Investments Sold | | | 625 | | |
Dividends Receivable | | | 25 | | |
Tax Reclaim Receivable | | | 23 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 145 | | |
Total Assets | | | 1,043,278 | | |
Liabilities: | |
Payable for Investments Purchased | | | 9,385 | | |
Payable for Advisory Fees | | | 1,470 | | |
Payable for Fund Shares Redeemed | | | 941 | | |
Due to Broker | | | 528 | | |
Payable for Shareholder Services Fees — Class A | | | 27 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 63 | | |
Payable for Administration Fees | | | 64 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 42 | | |
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 | | | 4 | | |
Payable for Professional Fees | | | 32 | | |
Payable for Custodian Fees | | | 10 | | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 2 | | |
Payable for Transfer Agency Fees — Class IS | | | — | @ | |
Payable for Organization Costs for Subsidiary | | | 3 | | |
Other Liabilities | | | 33 | | |
Total Liabilities | | | 12,610 | | |
Net Assets | | $ | 1,030,668 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 555,585 | | |
Total Distributable Earnings | | | 475,083 | | |
Net Assets | | $ | 1,030,668 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 762,086 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 16,232,448 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 46.95 | | |
CLASS A: | |
Net Assets | | $ | 139,147 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,056,342 | | |
Net Asset Value, Redemption Price Per Share | | $ | 45.53 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 2.52 | | |
Maximum Offering Price Per Share | | $ | 48.05 | | |
CLASS L: | |
Net Assets | | $ | 5,334 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 114,276 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 46.68 | | |
CLASS C: | |
Net Assets | | $ | 79,896 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,830,025 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 43.66 | | |
CLASS IS: | |
Net Assets | | $ | 44,205 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 938,155 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 47.12 | | |
@ 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, 2021 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $11 of Foreign Taxes Withheld) | | $ | 711 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 2 | | |
Total Investment Income | | | 713 | | |
Expenses: | |
Advisory Fees (Note B) | | | 2,979 | | |
Shareholder Services Fees — Class A (Note D) | | | 165 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 19 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 370 | | |
Sub Transfer Agency Fees — Class I | | | 347 | | |
Sub Transfer Agency Fees — Class A | | | 67 | | |
Sub Transfer Agency Fees — Class L | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | 23 | | |
Administration Fees (Note C) | | | 372 | | |
Professional Fees | | | 62 | | |
Registration Fees | | | 51 | | |
Shareholder Reporting Fees | | | 18 | | |
Custodian Fees (Note F) | | | 15 | | |
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) | | | 3 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 5 | | |
Organization Costs for Subsidiary | | | 3 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 15 | | |
Total Expenses | | | 4,528 | | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (34 | ) | |
Distribution Fees — Class L Shares Waived (Note D) | | | (18 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (11 | ) | |
Net Expenses | | | 4,465 | | |
Net Investment Loss | | | (3,752 | ) | |
Realized Gain (Loss): | |
Investments Sold | | | 51,217 | | |
Foreign Currency Translation | | | (3 | ) | |
Net Realized Gain | | | 51,214 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 28,056 | | |
Foreign Currency Translation | | | (1 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 28,055 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 79,269 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 75,517 | | |
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (3,752 | ) | | $ | (4,226 | ) | |
Net Realized Gain | | | 51,214 | | | | 98,701 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 28,055 | | | | 270,286 | | |
Net Increase in Net Assets Resulting from Operations | | | 75,517 | | | | 364,761 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (31,922 | ) | |
Class A | | | — | | | | (6,564 | ) | |
Class L | | | — | | | | (269 | ) | |
Class C | | | — | | | | (3,709 | ) | |
Class IS | | | — | | | | (2,037 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (44,501 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 191,680 | | | | 287,542 | | |
Distributions Reinvested | | | — | | | | 30,715 | | |
Redeemed | | | (141,172 | ) | | | (193,112 | ) | |
Class A: | |
Subscribed | | | 29,352 | | | | 63,008 | | |
Distributions Reinvested | | | — | | | | 6,509 | | |
Redeemed | | | (30,589 | ) | | | (66,691 | ) | |
Class L: | |
Exchanged | | | — | | | | 6 | | |
Distributions Reinvested | | | — | | | | 264 | | |
Redeemed | | | (480 | ) | | | (1,327 | ) | |
Class C: | |
Subscribed | | | 9,020 | | | | 15,494 | | |
Distributions Reinvested | | | — | | | | 3,598 | | |
Redeemed | | | (6,376 | ) | | | (14,501 | ) | |
Class IS: | |
Subscribed | | | 1,348 | | | | 11,240 | | |
Distributions Reinvested | | | — | | | | 2,037 | | |
Redeemed | | | (1,911 | ) | | | (13,749 | ) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 50,872 | | | | 131,033 | | |
Total Increase in Net Assets | | | 126,389 | | | | 451,293 | | |
Net Assets: | |
Beginning of Period | | | 904,279 | | | | 452,986 | | |
End of Period | | $ | 1,030,668 | | | $ | 904,279 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 4,339 | | | | 8,865 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 726 | | |
Shares Redeemed | | | (3,266 | ) | | | (5,822 | ) | |
Net Increase in Class I Shares Outstanding | | | 1,073 | | | | 3,769 | | |
Class A: | |
Shares Subscribed | | | 685 | | | | 1,823 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 158 | | |
Shares Redeemed | | | (727 | ) | | | (2,060 | ) | |
Net Decrease in Class A Shares Outstanding | | | (42 | ) | | | (79 | ) | |
Class L: | |
Shares Exchanged | | | — | | | | — | @@ | |
Shares Issued on Distributions Reinvested | | | — | | | | 6 | | |
Shares Redeemed | | | (11 | ) | | | (49 | ) | |
Net Decrease in Class L Shares Outstanding | | | (11 | ) | | | (43 | ) | |
Class C: | |
Shares Subscribed | | | 220 | | | | 473 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 91 | | |
Shares Redeemed | | | (156 | ) | | | (502 | ) | |
Net Increase in Class C Shares Outstanding | | | 64 | | | | 62 | | |
Class IS: | |
Shares Subscribed | | | 31 | | | | 275 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 48 | | |
Shares Redeemed | | | (43 | ) | | | (482 | ) | |
Net Decrease in Class IS Shares Outstanding | | | (12 | ) | | | (159 | ) | |
* Not consolidated.
@@ 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, 2021
Consolidated Financial Highlights
Advantage Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 43.28 | | | $ | 26.06 | | | $ | 20.98 | | | $ | 21.45 | | | $ | 17.47 | | | $ | 17.40 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.15 | ) | | | (0.19 | ) | | | (0.04 | ) | | | (0.01 | ) | | | 0.00 | (4) | | | 0.07 | | |
Net Realized and Unrealized Gain | | | 3.82 | | | | 19.64 | | | | 5.61 | | | | 0.87 | | | | 5.57 | | | | 0.42 | | |
Total from Investment Operations | | | 3.67 | | | | 19.45 | | | | 5.57 | | | | 0.86 | | | | 5.57 | | | | 0.49 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.04 | ) | |
Net Realized Gain | | | — | | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | | | (1.59 | ) | | | (0.38 | ) | |
Total Distributions | | | — | | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | | | (1.59 | ) | | | (0.42 | ) | |
Net Asset Value, End of Period | | $ | 46.95 | | | $ | 43.28 | | | $ | 26.06 | | | $ | 20.98 | | | $ | 21.45 | | | $ | 17.47 | | |
Total Return(5) | | | 8.50 | %(8) | | | 74.79 | % | | | 26.60 | % | | | 3.74 | % | | | 32.06 | % | | | 2.82 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 762,086 | | | $ | 656,030 | | | $ | 296,843 | | | $ | 156,782 | | | $ | 54,002 | | | $ | 42,695 | | |
Ratio of Expenses Before Expense Limitation | | | 0.86 | %(9) | | | 0.89 | % | | | 0.93 | % | | | 1.01 | % | | | 1.09 | % | | | 1.15 | % | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(6)(9) | | | 0.84 | %(6) | | | 0.84 | %(6) | | | 0.84 | %(6) | | | 0.84 | %(6) | | | 0.84 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.84 | %(6) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.69 | )%(6)(9) | | | (0.54 | )%(6) | | | (0.15 | )%(6) | | | (0.02 | )%(6) | | | 0.02 | %(6) | | | 0.38 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 26 | %(8) | | | 73 | % | | | 70 | % | | | 79 | % | | | 65 | % | | | 79 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Advantage Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 42.02 | | | $ | 25.42 | | | $ | 20.54 | | | $ | 21.10 | | | $ | 17.26 | | | $ | 17.22 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.20 | ) | | | (0.28 | ) | | | (0.13 | ) | | | (0.08 | ) | | | (0.06 | ) | | | 0.01 | | |
Net Realized and Unrealized Gain | | | 3.71 | | | | 19.11 | | | | 5.50 | | | | 0.85 | | | | 5.49 | | | | 0.41 | | |
Total from Investment Operations | | | 3.51 | | | | 18.83 | | | | 5.37 | | | | 0.77 | | | | 5.43 | | | | 0.42 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | | | (1.59 | ) | | | (0.38 | ) | |
Net Asset Value, End of Period | | $ | 45.53 | | | $ | 42.02 | | | $ | 25.42 | | | $ | 20.54 | | | $ | 21.10 | | | $ | 17.26 | | |
Total Return(4) | | | 8.35 | %(7) | | | 74.27 | % | | | 26.20 | % | | | 3.37 | % | | | 31.64 | % | | | 2.47 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 139,147 | | | $ | 130,176 | | | $ | 80,743 | | | $ | 42,959 | | | $ | 23,715 | | | $ | 19,850 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 1.21 | % | | | 1.29 | % | | | 1.39 | % | | | 1.43 | % | |
Ratio of Expenses After Expense Limitation | | | 1.11 | %(5)(8) | | | 1.15 | %(5) | | | 1.19 | %(5) | | | 1.17 | %(5) | | | 1.19 | %(5) | | | 1.19 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.19 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.96 | )%(5)(8) | | | (0.84 | )%(5) | | | (0.50 | )%(5) | | | (0.37 | )%(5) | | | (0.32 | )%(5) | | | 0.04 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 26 | %(7) | | | 73 | % | | | 70 | % | | | 79 | % | | | 65 | % | | | 79 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Advantage Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 43.04 | | | $ | 25.95 | | | $ | 20.92 | | | $ | 21.42 | | | $ | 17.46 | | | $ | 17.40 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.16 | ) | | | (0.21 | ) | | | (0.06 | ) | | | (0.05 | ) | | | (0.02 | ) | | | 0.04 | | |
Net Realized and Unrealized Gain | | | 3.80 | | | | 19.53 | | | | 5.58 | | | | 0.88 | | | | 5.57 | | | | 0.43 | | |
Total from Investment Operations | | | 3.64 | | | | 19.32 | | | | 5.52 | | | | 0.83 | | | | 5.55 | | | | 0.47 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | | | (1.59 | ) | | | (0.38 | ) | |
Total Distributions | | | — | | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | | | (1.59 | ) | | | (0.41 | ) | |
Net Asset Value, End of Period | | $ | 46.68 | | | $ | 43.04 | | | $ | 25.95 | | | $ | 20.92 | | | $ | 21.42 | | | $ | 17.46 | | |
Total Return(4) | | | 8.46 | %(7) | | | 74.65 | % | | | 26.44 | % | | | 3.61 | % | | | 31.96 | % | | | 2.72 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 5,334 | | | $ | 5,391 | | | $ | 4,363 | | | $ | 3,751 | | | $ | 4,077 | | | $ | 3,684 | | |
Ratio of Expenses Before Expense Limitation | | | 1.63 | %(8) | | | 1.66 | % | | | 1.69 | % | | | 1.82 | % | | | 1.87 | % | | | 1.85 | % | |
Ratio of Expenses After Expense Limitation | | | 0.92 | %(5)(8) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.98 | %(5) | | | 0.96 | %(5) | | | 0.91 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.95 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.76 | )%(5)(8) | | | (0.64 | )%(5) | | | (0.25 | )%(5) | | | (0.21 | )%(5) | | | (0.10 | )%(5) | | | 0.26 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 26 | %(7) | | | 73 | % | | | 70 | % | | | 79 | % | | | 65 | % | | | 79 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Advantage Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 40.44 | | | $ | 24.68 | | | $ | 20.10 | | | $ | 20.82 | | | $ | 17.16 | | | $ | 17.25 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.34 | ) | | | (0.50 | ) | | | (0.29 | ) | | | (0.24 | ) | | | (0.20 | ) | | | (0.12 | ) | |
Net Realized and Unrealized Gain | | | 3.56 | | | | 18.49 | | | | 5.36 | | | | 0.85 | | | | 5.45 | | | | 0.41 | | |
Total from Investment Operations | | | 3.22 | | | | 17.99 | | | | 5.07 | | | | 0.61 | | | | 5.25 | | | | 0.29 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | | | (1.59 | ) | | | (0.38 | ) | |
Net Asset Value, End of Period | | $ | 43.66 | | | $ | 40.44 | | | $ | 24.68 | | | $ | 20.10 | | | $ | 20.82 | | | $ | 17.16 | | |
Total Return(4) | | | 7.96 | %(7) | | | 73.10 | % | | | 25.27 | % | | | 2.64 | % | | | 30.77 | % | | | 1.71 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 79,896 | | | $ | 71,419 | | | $ | 42,054 | | | $ | 32,706 | | | $ | 11,835 | | | $ | 6,376 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 1.93 | % | | | 2.00 | % | | | 2.10 | % | | | 2.20 | % | |
Ratio of Expenses After Expense Limitation | | | 1.83 | %(5)(8) | | | 1.85 | %(5) | | | 1.90 | %(5) | | | 1.88 | %(5) | | | 1.90 | %(5) | | | 1.94 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.90 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.67 | )%(5)(8) | | | (1.55 | )%(5) | | | (1.20 | )%(5) | | | (1.08 | )%(5) | | | (1.01 | )%(5) | | | (0.72 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 26 | %(7) | | | 73 | % | | | 70 | % | | | 79 | % | | | 65 | % | | | 79 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Advantage Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 43.41 | | | $ | 26.12 | | | $ | 21.02 | | | $ | 21.49 | | | $ | 17.48 | | | $ | 17.42 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.13 | ) | | | (0.16 | ) | | | (0.03 | ) | | | (0.01 | ) | | | 0.01 | | | | 0.08 | | |
Net Realized and Unrealized Gain | | | 3.84 | | | | 19.68 | | | | 5.62 | | | | 0.87 | | | | 5.59 | | | | 0.41 | | |
Total from Investment Operations | | | 3.71 | | | | 19.52 | | | | 5.59 | | | | 0.86 | | | | 5.60 | | | | 0.49 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.05 | ) | |
Net Realized Gain | | | — | | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | | | (1.59 | ) | | | (0.38 | ) | |
Total Distributions | | | — | | | | (2.23 | ) | | | (0.49 | ) | | | (1.33 | ) | | | (1.59 | ) | | | (0.43 | ) | |
Net Asset Value, End of Period | | $ | 47.12 | | | $ | 43.41 | | | $ | 26.12 | | | $ | 21.02 | | | $ | 21.49 | | | $ | 17.48 | | |
Total Return(4) | | | 8.55 | %(7) | | | 74.93 | % | | | 26.64 | % | | | 3.74 | % | | | 32.22 | % | | | 2.79 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 44,205 | | | $ | 41,263 | | | $ | 28,983 | | | $ | 26,601 | | | $ | 17,542 | | | $ | 13,273 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 0.83 | % | | | 0.93 | % | | | 1.01 | % | | | 1.05 | % | |
Ratio of Expenses After Expense Limitation | | | 0.76 | %(5)(8) | | | 0.79 | %(5) | | | 0.80 | %(5) | | | 0.80 | %(5) | | | 0.80 | %(5) | | | 0.80 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.80 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.61 | )%(5)(8) | | | (0.47 | )%(5) | | | (0.10 | )%(5) | | | (0.04 | )%(5) | | | 0.07 | %(5) | | | 0.46 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 26 | %(7) | | | 73 | % | | | 70 | % | | | 79 | % | | | 65 | % | | | 79 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of the Class IS shares. The Ratio of Expense After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact tonet expenses or net investment income.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Advantage Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class IS. 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.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Advantage Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust ("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. As of June 30, 2021, the Subsidiary represented approximately $4,165,000 or approximately 0.40% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS")
revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good
faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
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 | | $ | 21,907 | | | $ | — | | | $ | — | | | $ | 21,907 | | |
Entertainment | | | 54,122 | | | | — | | | | — | | | | 54,122 | | |
Food & Staples Retailing | | | 23,757 | | | | — | | | | — | | | | 23,757 | | |
Health Care Equipment & Supplies | | | 59,818 | | | | — | | | | — | | | | 59,818 | | |
Health Care Technology | | | 50,461 | | | | — | | | | — | | | | 50,461 | | |
Industrial Conglomerates | | | 10,191 | | | | — | | | | — | | | | 10,191 | | |
Information Technology ervices | | | 265,933 | | | | — | | | | — | | | | 265,933 | | |
Interactive Media & Services | | | 167,505 | | | | — | | | | — | | | | 167,505 | | |
Internet & Direct Marketing Retail | | | 98,336 | | | | — | | | | — | | | | 98,336 | | |
Metals & Mining | | | 2,598 | | | | — | | | | — | | | | 2,598 | | |
Pharmaceuticals | | | 32,858 | | | | — | | | | — | | | | 32,858 | | |
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) | |
Road & Rail | | $ | 24,945 | | | $ | — | | | $ | — | | | $ | 24,945 | | |
Semiconductors & Semiconductor Equipment | | | 25,933 | | | | — | | | | — | | | | 25,933 | | |
Software | | | 155,217 | | | | — | | | | — | | | | 155,217 | | |
Textiles, Apparel & Luxury Goods | | | 9,595 | | | | — | | | | — | | | | 9,595 | | |
Total Common Stocks | | | 1,003,176 | | | | — | | | | — | | | | 1,003,176 | | |
Call Options Purchased | | | — | | | | 224 | | | | — | | | | 224 | | |
Investment Company | | | 3,385 | | | | — | | | | — | | | | 3,385 | | |
Short-Term Investment | |
Investment Company | | | 34,365 | | | | — | | | | — | | | | 34,365 | | |
Total Assets | | $ | 1,040,926 | | | $ | 224 | | | $ | — | | | $ | 1,041,150 | | |
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
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative
instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument 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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2021:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 224 | (a) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2021 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (1,027 | )(b) | |
(b) Amounts are included in Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (1,125 | )(c) | |
(c) Amounts are included in Investments in the Consolidated Statement of Operations.
At June 30, 2021, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets(d) (000) | | Liabilities(d) (000) | |
Purchased Options | | $ | 224 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and 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
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2021:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(e) (000) | | Net Amount (not less than $0) (000) | |
BNP Paribas | | $ | 84 | | | $ | — | | | $ | (84 | ) | | $ | 0 | | |
Goldman Sachs International | | | 140 | | | | — | | | | (140 | ) | | | 0 | | |
Royal Bank of Scotland | | | — | @ | | | — | | | | (— | @) | | | 0 | | |
Total | | $ | 224 | | | $ | — | | | $ | (224 | ) | | $ | 0 | | |
@ Value is less than $500.
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(e) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 743,412,000 | | |
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. Interest income is recognized on the accrual basis except where collection is in doubt. 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, 2021, the advisory fee rate (net of 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 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 IS 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
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
June 30, 2021, approximately $34,000 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 reimburse-
ments 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, 2021, this waiver amounted to approximately $18,000.
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 shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $320,494,000 and $238,249,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2021, advisory fees paid were reduced by approximately $11,000 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 63,846 | | | $ | 200,736 | | | $ | 230,217 | | | $ | 2 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 34,365 | | |
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, 2021, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued
based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 18,463 | | | $ | 26,038 | | | $ | 1,435 | | | $ | 6,841 | | |
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, 2020.
At December 31, 2020, 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) | |
$ | 42,371 | | | $ | 16,306 | | |
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 17.1%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory
changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIADVSAN
3691995 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Asia Opportunity Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 8 | | |
Consolidated Statements of Changes in Net Assets | | | 9 | | |
Consolidated Financial Highlights | | | 11 | | |
Notes to Consolidated Financial Statements | | | 15 | | |
Investment Advisory Agreement Approval | | | 26 | | |
Liquidity Risk Management Program | | | 28 | | |
U.S. Customer Privacy Notice | | | 29 | | |
Director and Officer Information | | | 32 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,005.40 | | | $ | 1,019.89 | | | $ | 4.92 | | | $ | 4.96 | | | | 0.99 | % | |
Asia Opportunity Portfolio Class A | | | 1,000.00 | | | | 1,003.80 | | | | 1,018.55 | | | | 6.26 | | | | 6.31 | | | | 1.26 | | |
Asia Opportunity Portfolio Class C | | | 1,000.00 | | | | 1,000.30 | | | | 1,014.88 | | | | 9.92 | | | | 9.99 | | | | 2.00 | | |
Asia Opportunity Portfolio Class IS | | | 1,000.00 | | | | 1,005.70 | | | | 1,020.08 | | | | 4.72 | | | | 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, 2021 (unaudited)
Consolidated Portfolio of Investments
Asia Opportunity Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.5%) | |
China (60.9%) | |
360 DigiTech, Inc. (a) | | | 500,024 | | | $ | 20,921 | | |
Agora, Inc. ADR (a)(b) | | | 132,204 | | | | 5,547 | | |
Alibaba Group Holding Ltd. ADR (a) | | | 133,092 | | | | 30,183 | | |
China East Education Holdings Ltd. (c) | | | 2,964,000 | | | | 4,657 | | |
China Resources Beer Holdings Co., Ltd. (c) | | | 3,006,300 | | | | 27,007 | | |
DIDI Global, Inc. ADR | | | 1,453,321 | | | | 22,063 | | |
Foshan Haitian Flavouring & Food Co., Ltd., Class A | | | 1,785,042 | | | | 35,624 | | |
Haidilao International Holding Ltd. (b)(c) | | | 2,280,000 | | | | 12,010 | | |
Huazhu Group Ltd. ADR (a)(b) | | | 128,091 | | | | 6,765 | | |
HUYA, Inc. ADR (a)(b) | | | 1,451,576 | | | | 25,620 | | |
Inner Mongolia Yili Industrial Group Co., Ltd., Class A | | | 2,811,586 | | | | 16,026 | | |
Kuaishou Technology | | | 380,000 | | | | 9,248 | | |
Kuaishou Technology (a)(b)(c) | | | 251,700 | | | | 6,315 | | |
Kweichow Moutai Co., Ltd., Class A | | | 116,194 | | | | 36,985 | | |
Meituan, Class B (a)(c) | | | 1,357,000 | | | | 55,998 | | |
New Frontier Health Corp. SPAC (a) | | | 93,794 | | | | 1,047 | | |
Shenzhou International Group Holdings Ltd. (c) | | | 1,462,500 | | | | 36,938 | | |
TAL Education Group ADR (a) | | | 681,666 | | | | 17,198 | | |
Tencent Holdings Ltd. (c) | | | 387,000 | | | | 29,109 | | |
Trip.com Group Ltd. ADR (a) | | | 1,064,980 | | | | 37,764 | | |
Tsingtao Brewery Co., Ltd. H Shares (c) | | | 1,610,000 | | | | 17,335 | | |
Weimob, Inc. (a)(c) | | | 3,685,000 | | | | 8,125 | | |
Yihai International Holding Ltd. (a)(b)(c) | | | 900,000 | | | | 6,045 | | |
| | | 468,530 | | |
Hong Kong (4.1%) | |
AIA Group Ltd. | | | 2,533,900 | | | | 31,493 | | |
India (18.6%) | |
HDFC Bank Ltd. | | | 1,805,202 | | | | 36,378 | | |
HDFC Bank Ltd. ADR (a) | | | 259,489 | | | | 18,974 | | |
ICICI Bank Ltd. ADR (a) | | | 2,132,055 | | | | 36,458 | | |
IndusInd Bank Ltd. (a) | | | 1,589,191 | | | | 21,730 | | |
Kotak Mahindra Bank Ltd. (a) | | | 940,108 | | | | 21,575 | | |
Shree Cement Ltd. (a) | | | 21,151 | | | | 7,827 | | |
| | | 142,942 | | |
Korea, Republic of (5.0%) | |
NAVER Corp. | | | 104,083 | | | | 38,587 | | |
Taiwan (7.5%) | |
Nien Made Enterprise Co., Ltd. | | | 874,000 | | | | 12,971 | | |
Silergy Corp. | | | 94,000 | | | | 12,786 | | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 1,512,000 | | | | 32,289 | | |
| | | 58,046 | | |
United States (1.4%) | |
Coupang, Inc. (a) | | | 262,921 | | | | 10,995 | | |
Total Common Stocks (Cost $602,963) | | | 750,593 | | |
| | Shares | | Value (000) | |
Investment Company (0.3%) | |
United States (0.3%) | |
Grayscale Bitcoin Trust (a) (Cost $4,419) | | | 87,751 | | | $ | 2,616 | | |
Short-Term Investments (7.4%) | |
Securities held as Collateral on Loaned Securities (2.3%) | |
Investment Company (1.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 14,949,244 | | | | 14,949 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.4%) | |
HSBC Securities USA, Inc., (0.05%, dated 6/30/21, due 7/1/21; proceeds $704; fully collateralized by a U.S. Government obligation; 0.00% due 2/15/23; valued at $718) | | $ | 704 | | | | 704 | | |
Merrill Lynch & Co., Inc., (0.05%, dated 6/30/21, due 7/1/21; proceeds $1,971; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 12/30/21 - 8/15/43; valued at $2,010) | | | 1,971 | | | | 1,971 | | |
| | | 2,675 | | |
Total Securities held as Collateral on Loaned Securities (Cost $17,624) | | | 17,624 | | |
| | Shares | | | |
Investment Company (5.1%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $39,396) | | | 39,396,473 | | | | 39,396 | | |
Total Short-Term Investments (Cost $57,020) | | | 57,020 | | |
Total Investments (105.2%) (Cost $664,402) Including $63,071 of Securities Loaned (e)(g) | | | 810,229 | | |
Liabilities in Excess of Other Assets (–5.2%) | | | (40,306 | ) | |
Net Assets (100.0%) | | $ | 769,923 | | |
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.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Asia Opportunity Portfolio
The Fund had the following Derivative Contract — PIPE open at June 30, 2021:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Appreciation (000) | | % of Net Assets | |
Altimeter Growth Corp. | | Grab Holdings, Inc. (a)(d)(f)(h)(i) | | $ | 5,732,530 | | | 12/31/21 | | $ | 304 | | | | 0.04 | % | |
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2021.
(c) Security trades on the Hong Kong exchange.
(d) Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted derivative contract (excluding 144A holdings) at June 30, 2021 amounts to approximately $304,000 and represents less than 0.05% of net assets.
(e) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $182,895,000 and the aggregate gross unrealized depreciation is approximately $36,764,000, resulting in net unrealized appreciation of approximately $146,131,000.
(f) At June 30, 2021, the Fund held a fair valued derivative contract valued at approximately $304,000, 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.
(g) Securities are available for collateral in connection with securities purchased on a forward commitment basis.
(h) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 573,253 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between Grab Holdings, Inc., and Altimeter Growth Corp., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Altimeter Growth Corp., and Grab Holdings, Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Altimeter Growth Corp., and Grab Holdings, Inc. The investment is restricted from resale until the settlement date.
(i) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
ADR American Depositary Receipt.
PIPE Private Investment in Public Equity.
SPAC Special Purpose Acquisition Company.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 27.2 | % | |
Banks | | | 17.0 | | |
Internet & Direct Marketing Retail | | | 17.0 | | |
Interactive Media & Services | | | 10.5 | | |
Beverages | | | 10.3 | | |
Food Products | | | 7.3 | | |
Semiconductors & Semiconductor Equipment | | | 5.7 | | |
Short-Term Investments | | | 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, 2021.
** Industries and/or investment types representing less than 5% of total investments.
*** Does not include an open PIPE contract with unrealized appreciation of approximately $304,000.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Asia Opportunity Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $610,057) | | $ | 755,884 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $54,345) | | | 54,345 | | |
Total Investments in Securities, at Value (Cost $664,402) | | | 810,229 | | |
Foreign Currency, at Value (Cost $311) | | | 310 | | |
Cash from Securities Lending | | | 511 | | |
Receivable for Fund Shares Sold | | | 1,670 | | |
Dividends Receivable | | | 235 | | |
Receivable from Securities Lending Income | | | 46 | | |
Receivable from Affiliate | | | — | @ | |
Unrealized Appreciation on Derivative Contract — PIPE | | | 304 | | |
Other Assets | | | 146 | | |
Total Assets | | | 813,451 | | |
Liabilities: | |
Payable for Investments Purchased | | | 22,063 | | |
Collateral on Securities Loaned, at Value | | | 18,135 | | |
Payable for Advisory Fees | | | 1,477 | | |
Deferred Capital Gain Country Tax | | | 1,192 | | |
Payable for Fund Shares Redeemed | | | 485 | | |
Payable for Shareholder Services Fees — Class A | | | 25 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 25 | | |
Payable for Administration Fees | | | 50 | | |
Payable for Professional Fees | | | 31 | | |
Payable for Custodian Fees | | | 30 | | |
Payable for Organization Costs for Subsidiary | | | 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 IS | | | — | @ | |
Other Liabilities | | | 12 | | |
Total Liabilities | | | 43,528 | | |
Net Assets | | $ | 769,923 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 635,378 | | |
Total Distributable Earnings | | | 134,545 | | |
Net Assets | | $ | 769,923 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Asia Opportunity Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 568,890 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 17,838,006 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 31.89 | | |
CLASS A: | |
Net Assets | | $ | 122,709 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,906,504 | | |
Net Asset Value, Redemption Price Per Share | | $ | 31.41 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.74 | | |
Maximum Offering Price Per Share | | $ | 33.15 | | |
CLASS C: | |
Net Assets | | $ | 30,990 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,019,392 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 30.40 | | |
CLASS IS: | |
Net Assets | | $ | 47,334 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,481,985 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 31.94 | | |
(1) Including: Securities on Loan, at Value: | | $ | 63,071 | | |
@ 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, 2021 (unaudited)
Asia Opportunity Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $186 of Foreign Taxes Withheld) | | $ | 1,966 | | |
Income from Securities Loaned — Net | | | 477 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 2 | | |
Total Investment Income | | | 2,445 | | |
Expenses: | |
Advisory Fees (Note B) | | | 2,782 | | |
Shareholder Services Fees — Class A (Note D) | | | 148 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 142 | | |
Administration Fees (Note C) | | | 278 | | |
Sub Transfer Agency Fees — Class I | | | 124 | | |
Sub Transfer Agency Fees — Class A | | | 37 | | |
Sub Transfer Agency Fees — Class C | | | 6 | | |
Custodian Fees (Note F) | | | 82 | | |
Professional Fees | | | 58 | | |
Registration Fees | | | 57 | | |
Shareholder Reporting Fees | | | 11 | | |
Transfer Agency Fees — Class I (Note E) | | | 2 | | |
Transfer Agency Fees — Class A (Note E) | | | 4 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 5 | | |
Organization Costs for Subsidiary | | | 2 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 13 | | |
Total Expenses | | | 3,754 | | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (13 | ) | |
Net Expenses | | | 3,741 | | |
Net Investment Loss | | | (1,296 | ) | |
Realized Loss: | |
Investments Sold (Net of $537 of Capital Gain Country Tax) | | | (4,563 | ) | |
Foreign Currency Translation | | | (313 | ) | |
Net Realized Loss | | | (4,876 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $960) | | | (11,447 | ) | |
Foreign Currency Translation | | | (1 | ) | |
Derivative Contracts — PIPE | | | 304 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (11,144 | ) | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | (16,020 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (17,316 | ) | |
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Asia Opportunity Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (1,296 | ) | | $ | (1,593 | ) | |
Net Realized Gain (Loss) | | | (4,876 | ) | | | 5,967 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (11,144 | ) | | | 132,042 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (17,316 | ) | | | 136,416 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (3,671 | ) | |
Class A | | | — | | | | (1,035 | ) | |
Class C | | | — | | | | (190 | ) | |
Class IS | | | — | | | | (280 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (5,176 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 263,612 | | | | 275,285 | | |
Distributions Reinvested | | | — | | | | 3,669 | | |
Redeemed | | | (47,447 | ) | | | (89,217 | ) | |
Class A: | |
Subscribed | | | 56,359 | | | | 60,482 | | |
Distributions Reinvested | | | — | | | | 1,027 | | |
Redeemed | | | (30,349 | ) | | | (31,767 | ) | |
Class C: | |
Subscribed | | | 15,404 | | | | 9,579 | | |
Distributions Reinvested | | | — | | | | 190 | | |
Redeemed | | | (2,490 | ) | | | (3,635 | ) | |
Class IS: | |
Subscribed | | | 31,072 | | | | 18,500 | | |
Distributions Reinvested | | | — | | | | 280 | | |
Redeemed | | | (10,001 | ) | | | (2,000 | ) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 276,160 | | | | 242,393 | | |
Redemption Fees | | | 13 | | | | 51 | | |
Total Increase in Net Assets | | | 258,857 | | | | 373,684 | | |
Net Assets: | |
Beginning of Period | | | 511,066 | | | | 137,382 | | |
End of Period | | $ | 769,923 | | | $ | 511,066 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Asia Opportunity Portfolio
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 7,736 | | | | 11,091 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 118 | | |
Shares Redeemed | | | (1,459 | ) | | | (3,635 | ) | |
Net Increase in Class I Shares Outstanding | | | 6,277 | | | | 7,574 | | |
Class A: | |
Shares Subscribed | | | 1,670 | | | | 2,396 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 33 | | |
Shares Redeemed | | | (914 | ) | | | (1,448 | ) | |
Net Increase in Class A Shares Outstanding | | | 756 | | | | 981 | | |
Class C: | |
Shares Subscribed | | | 472 | | | | 374 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 6 | | |
Shares Redeemed | | | (79 | ) | | | (168 | ) | |
Net Increase in Class C Shares Outstanding | | | 393 | | | | 212 | | |
Class IS: | |
Shares Subscribed | | | 956 | | | | 897 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 9 | | |
Shares Redeemed | | | (315 | ) | | | (66 | ) | |
Net Increase in Class IS Shares Outstanding | | | 641 | | | | 840 | | |
* Not consolidated.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Asia Opportunity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 31.72 | | | $ | 21.02 | | | $ | 14.53 | | | $ | 16.92 | | | $ | 9.68 | | | $ | 10.03 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.05 | ) | | | (0.12 | ) | | | 0.02 | | | | 0.01 | | | | (0.04 | ) | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.22 | | | | 11.16 | | | | 6.47 | | | | (2.30 | ) | | | 7.47 | | | | (0.10 | ) | |
Total from Investment Operations | | | 0.17 | | | | 11.04 | | | | 6.49 | | | | (2.29 | ) | | | 7.43 | | | | (0.13 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | | | (0.08 | ) | |
Net Realized Gain | | | — | | | | (0.34 | ) | | | — | | | | (0.10 | ) | | | (0.19 | ) | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.14 | ) | |
Total Distributions | | | — | | | | (0.34 | ) | | | (0.01 | ) | | | (0.10 | ) | | | (0.19 | ) | | | (0.22 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.01 | | | | 0.00 | (3) | | | 0.00 | (3) | | | — | | |
Net Asset Value, End of Period | | $ | 31.89 | | | $ | 31.72 | | | $ | 21.02 | | | $ | 14.53 | | | $ | 16.92 | | | $ | 9.68 | | |
Total Return(4) | | | 0.54 | %(7) | | | 52.53 | % | | | 44.74 | % | | | (13.65 | )% | | | 76.82 | % | | | (1.34 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 568,890 | | | $ | 366,758 | | | $ | 83,805 | | | $ | 25,479 | | | $ | 15,913 | | | $ | 5,405 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 1.28 | % | | | 1.67 | % | | | 3.10 | % | | | 5.28 | % | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(5)(8) | | | 1.06 | %(5) | | | 1.08 | %(5) | | | 1.09 | %(5) | | | 1.06 | %(5) | | | 1.08 | %(5) | |
Ratio of Net Investment Income (Loss) | | | (0.28 | )%(5)(8) | | | (0.48 | )%(5) | | | 0.11 | %(5) | | | 0.04 | %(5) | | | (0.27 | )%(5) | | | (0.31 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 12 | %(7) | | | 44 | % | | | 27 | % | | | 63 | % | | | 50 | % | | | 44 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Asia Opportunity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 31.29 | | | $ | 20.79 | | | $ | 14.42 | | | $ | 16.84 | | | $ | 9.67 | | | $ | 10.03 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.09 | ) | | | (0.19 | ) | | | (0.06 | ) | | | (0.04 | ) | | | (0.10 | ) | | | (0.08 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.21 | | | | 11.03 | | | | 6.42 | | | | (2.28 | ) | | | 7.46 | | | | (0.09 | ) | |
Total from Investment Operations | | | 0.12 | | | | 10.84 | | | | 6.36 | | | | (2.32 | ) | | | 7.36 | | | | (0.17 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.05 | ) | |
Net Realized Gain | | | — | | | | (0.34 | ) | | | — | | | | (0.10 | ) | | | (0.19 | ) | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.14 | ) | |
Total Distributions | | | — | | | | (0.34 | ) | | | — | | | | (0.10 | ) | | | (0.19 | ) | | | (0.19 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.01 | | | | 0.00 | (3) | | | 0.00 | (3) | | | — | | |
Net Asset Value, End of Period | | $ | 31.41 | | | $ | 31.29 | | | $ | 20.79 | | | $ | 14.42 | | | $ | 16.84 | | | $ | 9.67 | | |
Total Return(4) | | | 0.38 | %(7) | | | 52.15 | % | | | 44.17 | % | | | (13.89 | )% | | | 76.17 | % | | | (1.67 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 122,709 | | | $ | 98,559 | | | $ | 45,111 | | | $ | 6,930 | | | $ | 2,873 | | | $ | 535 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 1.56 | % | | | 2.05 | % | | | 3.50 | % | | | 6.36 | % | |
Ratio of Expenses After Expense Limitation | | | 1.26 | %(5)(8) | | | 1.34 | %(5) | | | 1.37 | %(5) | | | 1.44 | %(5) | | | 1.44 | %(5) | | | 1.44 | %(5) | |
Ratio of Net Investment Loss | | | (0.58 | )%(5)(8) | | | (0.76 | )%(5) | | | (0.33 | )%(5) | | | (0.22 | )%(5) | | | (0.69 | )%(5) | | | (0.78 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 12 | %(7) | | | 44 | % | | | 27 | % | | | 63 | % | | | 50 | % | | | 44 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Asia Opportunity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 30.39 | | | $ | 20.35 | | | $ | 14.21 | | | $ | 16.73 | | | $ | 9.68 | | | $ | 10.03 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.20 | ) | | | (0.36 | ) | | | (0.17 | ) | | | (0.15 | ) | | | (0.22 | ) | | | (0.14 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.21 | | | | 10.74 | | | | 6.30 | | | | (2.27 | ) | | | 7.46 | | | | (0.10 | ) | |
Total from Investment Operations | | | 0.01 | | | | 10.38 | | | | 6.13 | | | | (2.42 | ) | | | 7.24 | | | | (0.24 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.34 | ) | | | — | | | | (0.10 | ) | | | (0.19 | ) | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.11 | ) | |
Total Distributions | | | — | | | | (0.34 | ) | | | — | | | | (0.10 | ) | | | (0.19 | ) | | | (0.11 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.01 | | | | 0.00 | (3) | | | 0.00 | (3) | | | — | | |
Net Asset Value, End of Period | | $ | 30.40 | | | $ | 30.39 | | | $ | 20.35 | | | $ | 14.21 | | | $ | 16.73 | | | $ | 9.68 | | |
Total Return(4) | | | 0.03 | %(7) | | | 51.02 | % | | | 43.21 | % | | | (14.58 | )% | | | 74.85 | % | | | (2.44 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 30,990 | | | $ | 19,042 | | | $ | 8,445 | | | $ | 2,582 | | | $ | 431 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 2.33 | % | | | 2.80 | % | | | 5.26 | % | | | 27.34 | % | |
Ratio of Expenses After Expense Limitation | | | 2.00 | %(5)(8) | | | 2.08 | %(5) | | | 2.14 | %(5) | | | 2.19 | %(5) | | | 2.19 | %(5) | | | 2.19 | %(5) | |
Ratio of Net Investment Loss | | | (1.30 | )%(5)(8) | | | (1.49 | )%(5) | | | (0.95 | )%(5) | | | (0.92 | )%(5) | | | (1.51 | )%(5) | | | (1.42 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 12 | %(7) | | | 44 | % | | | 27 | % | | | 63 | % | | | 50 | % | | | 44 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Asia Opportunity Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 31.76 | | | $ | 21.04 | | | $ | 14.54 | | | $ | 16.92 | | | $ | 9.68 | | | $ | 10.03 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.04 | ) | | | (0.09 | ) | | | 0.03 | | | | 0.01 | | | | (0.02 | ) | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.22 | | | | 11.15 | | | | 6.48 | | | | (2.29 | ) | | | 7.45 | | | | (0.10 | ) | |
Total from Investment Operations | | | 0.18 | | | | 11.06 | | | | 6.51 | | | | (2.28 | ) | | | 7.43 | | | | (0.13 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.02 | ) | | | — | | | | — | | | | (0.08 | ) | |
Net Realized Gain | | | — | | | | (0.34 | ) | | | — | | | | (0.10 | ) | | | (0.19 | ) | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.14 | ) | |
Total Distributions | | | — | | | | (0.34 | ) | | | (0.02 | ) | | | (0.10 | ) | | | (0.19 | ) | | | (0.22 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.01 | | | | 0.00 | (3) | | | 0.00 | (3) | | | — | | |
Net Asset Value, End of Period | | $ | 31.94 | | | $ | 31.76 | | | $ | 21.04 | | | $ | 14.54 | | | $ | 16.92 | | | $ | 9.68 | | |
Total Return(4) | | | 0.57 | %(7) | | | 52.58 | % | | | 44.82 | % | | | (13.59 | )% | | | 76.82 | % | | | (1.29 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 47,334 | | | $ | 26,707 | | | $ | 21 | | | $ | 15 | | | $ | 17 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | 1.03 | % | | | 11.85 | % | | | 13.31 | % | | | 17.65 | % | | | 25.20 | % | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(8) | | | 1.01 | %(5) | | | 1.03 | %(5) | | | 1.04 | %(5) | | | 1.04 | %(5) | | | 1.04 | %(5) | |
Ratio of Net Investment Income (Loss) | | | (0.23 | )%(5)(8) | | | (0.32 | )%(5) | | | 0.19 | %(5) | | | 0.05 | %(5) | | | (0.18 | )%(5) | | | (0.26 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 12 | %(7) | | | 44 | % | | | 27 | % | | | 63 | % | | | 50 | % | | | 44 | % | |
(1) Not consolidated.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Asia Opportunity Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class IS.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Asia Opportunity Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation. As of June 30, 2021, the Subsidiary represented approximately $3,237,000 or approximately 0.42% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected
by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; 6) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in
determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in dtermining 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
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021:
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 | | $ | 135,115 | | | $ | — | | | $ | — | | | $ | 135,115 | | |
Beverages | | | 81,327 | | | | — | | | | — | | | | 81,327 | | |
Construction Materials | | | 7,827 | | | | — | | | | — | | | | 7,827 | | |
Consumer Finance | | | 20,921 | | | | — | | | | — | | | | 20,921 | | |
Diversified Consumer Services | | | 21,855 | | | | — | | | | — | | | | 21,855 | | |
Entertainment | | | 25,620 | | | | — | | | | — | | | | 25,620 | | |
Food Products | | | 57,695 | | | | — | | | | — | | | | 57,695 | | |
Health Care Providers & Services | | | 1,047 | | | | — | | | | — | | | | 1,047 | | |
Hotels, Restaurants & Leisure | | | 18,775 | | | | — | | | | — | | | | 18,775 | | |
Household Durables | | | 12,971 | | | | — | | | | — | | | | 12,971 | | |
Insurance | | | 31,493 | | | | — | | | | — | | | | 31,493 | | |
Interactive Media & Services | | | 74,011 | | | | 9,248 | | | | — | | | | 83,259 | | |
Internet & Direct Marketing Retail | | | 134,940 | | | | — | | | | — | | | | 134,940 | | |
Road & Rail | | | 22,063 | | | | — | | | | — | | | | 22,063 | | |
Semiconductors & Semiconductor Equipment | | | 45,075 | | | | — | | | | — | | | | 45,075 | | |
Software | | | 13,672 | | | | — | | | | — | | | | 13,672 | | |
Textiles, Apparel & Luxury Goods | | | 36,938 | | | | — | | | | — | | | | 36,938 | | |
Total Common Stocks | | | 741,345 | | | | 9,248 | | | | — | | | | 750,593 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Investment Company | | $ | 2,616 | | | $ | — | | | $ | — | | | $ | 2,616 | | |
Short-Term Investments | |
Investment Company | | | 54,345 | | | | — | | | | — | | | | 54,345 | | |
Repurchase Agreements | | | — | | | | 2,675 | | | | — | | | | 2,675 | | |
Total Short-Term Investments | | | 54,345 | | | | 2,675 | | | | — | | | | 57,020 | | |
Derivative Contract — PIPE | | | — | | | | — | | | | 304 | | | | 304 | | |
Total Assets | | $ | 798,306 | | | $ | 11,923 | | | $ | 304 | | | $ | 810,533 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Derivative Contract — PIPE (000) | |
Beginning Balance | | $ | — | | |
Purchases | | | — | | |
Sales | | | — | | |
PIPE transactions | | | 304 | | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | — | | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | 304 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2021 | | $ | 304 | | |
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, 2021:
| | Fair Value at June 30, 2021 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
PIPE | | $ | 304 | | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | | 10.0 | % | | Decrease | |
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized
and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE
transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2021, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Consolidated Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2021:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Appreciation on Derivative Contract — PIPE | | Equity Risk | | $ | 304 | | |
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, 2021 in accordance with ASC 815:
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Equity Risk | | Derivative Contract — PIPE | | $ | 304 | | |
At June 30, 2021, 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(a) (000) | | Liabilities(a) (000) | |
Derivative Contract — PIPE | | $ | 304 | | | $ | — | | |
(a) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Derivative Contract — PIPE: | |
Average monthly notional amount | | $ | 5,733,000 | | |
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, 2021:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 63,071 | (b) | | $ | — | | | $ | (63,071 | )(c)(d) | | $ | 0 | | |
(b) Represents market value of loaned securities at period end.
(c) The Fund received cash collateral of approximately $18,135,000, of which approximately $17,624,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments. As of June 30, 2021, there was uninvested cash of approximately $511,000, which is not reflected in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $48,409,000 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.
(d) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2021:
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 | | $ | 18,135 | | | $ | — | | | $ | — | | | $ | — | | | $ | 18,135 | | |
Total Borrowings | | $ | 18,135 | | | $ | — | | | $ | — | | | $ | — | | | $ | 18,135 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 18,135 | | |
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
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 C shares and Class IS shares, which is paid directly to the Fund, for shares redeemed or exchanged within thirty days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading. These fees, if any, are included in the Consolidated Statements of Changes in Net Assets.
9. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
10. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
11. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. 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, 2021, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.80% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.10% for Class I shares, 1.45% for Class A shares, 2.20% for Class C shares and 1.05% for Class IS 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, 2021.
Effective March 5, 2021, 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.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated 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 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 shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $387,946,000 and $75,604,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, advisory fees paid were reduced by approximately $13,000 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 52,775 | | | $ | 182,667 | | | $ | 181,097 | | | $ | 2 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 54,345 | | |
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, 2021, 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
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 3,766 | | | $ | 1,410 | | | $ | 37 | | | $ | — | | |
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, 2020.
At December 31, 2020, 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) | |
$ | — | | | $ | 4,138 | | |
During the year ended December 31, 2020, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $2,541,000.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 55.6%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash.
To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 management fee was higher than its peer group average 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 and total expense ratio were competitive with its peer group average 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 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, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIASOPPSAN
3692037 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
China Equity Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 6 | | |
Statements of Changes in Net Assets | | | 7 | | |
Financial Highlights | | | 8 | | |
Notes to Financial Statements | | | 12 | | |
Investment Advisory Agreement Approval | | | 18 | | |
Liquidity Risk Management Program | | | 20 | | |
U.S. Customer Privacy Notice | | | 21 | | |
Director and Officer Information | | | 24 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in China Equity Portfolio (the "Fund") performed during the latest six-month period.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management, and look forward to working with you in the months and years ahead.
Sincerely,
John H. Gernon
President and Principal Executive Officer
July 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Expense Example
China Equity Portfolio
As a shareholder of the Fund, you incur two types of costs: (1) transactional costs, including redemption fees; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period ended June 30, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
China Equity Portfolio Class I | | $ | 1,000.00 | | | $ | 961.70 | | | $ | 1,019.04 | | | $ | 5.64 | | | $ | 5.81 | | | | 1.16 | % | |
China Equity Portfolio Class A | | | 1,000.00 | | | | 960.20 | | | | 1,017.11 | | | | 7.53 | | | | 7.75 | | | | 1.55 | | |
China Equity Portfolio Class C | | | 1,000.00 | | | | 956.30 | | | | 1,013.39 | | | | 11.16 | | | | 11.48 | | | | 2.30 | | |
China Equity Portfolio Class IS | | | 1,000.00 | | | | 961.70 | | | | 1,019.09 | | | | 5.59 | | | | 5.76 | | | | 1.15 | | |
* 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, 2021 (unaudited)
Portfolio of Investments
China Equity Portfolio
| | Shares | | Value (000) | |
Common Stocks (90.1%) | |
Banks (6.2%) | |
China Construction Bank Corp. H Shares (a) | | | 503,000 | | | $ | 396 | | |
China Merchants Bank Co., Ltd. H Shares (a) | | | 51,500 | | | | 439 | | |
| | | 835 | | |
Beverages (9.6%) | |
China Resources Beer Holdings Co., Ltd. (a) | | | 42,000 | | | | 378 | | |
Kweichow Moutai Co., Ltd., Class A | | | 2,900 | | | | 923 | | |
| | | 1,301 | | |
Biotechnology (0.5%) | |
Innovent Biologics, Inc. (a)(b) | | | 6,000 | | | | 70 | | |
Capital Markets (2.0%) | |
Hong Kong Exchanges & Clearing Ltd. | | | 4,600 | | | | 274 | | |
Computers & Peripherals (0.4%) | |
Xiaomi Corp., Class B (a)(b) | | | 16,600 | | | | 58 | | |
Diversified Consumer Services (2.3%) | |
New Oriental Education & Technology Group, Inc. ADR (b) | | | 19,770 | | | | 162 | | |
TAL Education Group ADR (b) | | | 5,670 | | | | 143 | | |
| | | 305 | | |
Electronic Equipment, Instruments & Components (2.4%) | |
Sunny Optical Technology Group Co., Ltd. (a) | | | 6,200 | | | | 196 | | |
Universal Scientific Industrial Shanghai Co., Ltd., Class A | | | 50,700 | | | | 132 | | |
| | | 328 | | |
Food & Staples Retailing (0.6%) | |
Yixintang Pharmaceutical Group Co. Ltd., Class A | | | 15,600 | | | | 80 | | |
Food Products (3.2%) | |
China Mengniu Dairy Co., Ltd. (a)(b) | | | 72,000 | | | | 436 | | |
Household Durables (3.0%) | |
Gree Electric Appliances, Inc. of Zhuhai | | | 25,700 | | | | 207 | | |
Midea Group Co. Ltd. | | | 18,200 | | | | 201 | | |
| | | 408 | | |
Insurance (2.2%) | |
Ping An Insurance Group Co. of China Ltd. H Shares (a) | | | 30,500 | | | | 299 | | |
Interactive Media & Services (19.3%) | |
Tencent Holdings Ltd. (a) | | | 34,700 | | | | 2,610 | | |
Internet & Direct Marketing Retail (24.9%) | |
Alibaba Group Holding Ltd. (a)(b) | | | 59,128 | | | | 1,675 | | |
Alibaba Group Holding Ltd. ADR (b) | | | 578 | | | | 131 | | |
JD.com, Inc., Class A (a)(b) | | | 4,650 | | | | 183 | | |
Meituan, Class B (a)(b) | | | 22,100 | | | | 912 | | |
Pinduoduo, Inc. ADR (b) | | | 3,625 | | | | 461 | | |
| | | 3,362 | | |
Life Sciences Tools & Services (2.2%) | |
Wuxi Biologics Cayman, Inc. (a)(b) | | | 16,000 | | | | 293 | | |
Machinery (1.4%) | |
Jiangsu Hengli Hydraulic Co. Ltd. | | | 14,000 | | | | 186 | | |
Pharmaceuticals (1.9%) | |
Jiangsu Hengrui Medicine Co., Ltd., Class A | | | 24,361 | | | | 256 | | |
| | Shares | | Value (000) | |
Real Estate Management & Development (1.5%) | |
KE Holdings, Inc. ADR (b) | | | 4,160 | | | $ | 198 | | |
Textiles, Apparel & Luxury Goods (6.5%) | |
Li Ning Co., Ltd. (a) | | | 22,000 | | | | 268 | | |
Shenzhou International Group Holdings Ltd. (a) | | | 23,900 | | | | 604 | | |
| | | 872 | | |
Total Common Stocks (Cost $9,555) | | | 12,171 | | |
Short-Term Investment (8.7%) | |
Investment Company (8.7%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $1,181) | | | 1,180,951 | | | | 1,181 | | |
Total Investments (98.8%) (Cost $10,736) (c) | | | 13,352 | | |
Other Assets in Excess of Liabilities (1.2%) | | | 167 | | |
Net Assets (100.0%) | | $ | 13,519 | | |
(a) Security trades on the Hong Kong exchange.
(b) Non-income producing security.
(c) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $3,156,000 and the aggregate gross unrealized depreciation is approximately $540,000, resulting in net unrealized appreciation of approximately $2,616,000.
ADR American Depositary Receipt.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Internet & Direct Marketing Retail | | | 25.2 | % | |
Other* | | | 23.9 | | |
Interactive Media & Services | | | 19.6 | | |
Beverages | | | 9.7 | | |
Short-Term Investments | | | 8.8 | | |
Textiles, Apparel & Luxury Goods | | | 6.5 | | |
Banks | | | 6.3 | | |
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, 2021 (unaudited)
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $9,555) | | $ | 12,171 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $1,181) | | | 1,181 | | |
Total Investments in Securities, at Value (Cost $10,736) | | | 13,352 | | |
Foreign Currency, at Value (Cost $8) | | | 8 | | |
Receivable for Investments Sold | | | 133 | | |
Due from Adviser | | | 22 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 42 | | |
Total Assets | | | 13,557 | | |
Liabilities: | |
Payable for Professional Fees | | | 29 | | |
Payable for Custodian Fees | | | 1 | | |
Payable for Administration Fees | | | 1 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 7 | | |
Total Liabilities | | | 38 | | |
Net Assets | | $ | 13,519 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 10,225 | | |
Total Distributable Earnings | | | 3,294 | | |
Net Assets | | $ | 13,519 | | |
CLASS I: | |
Net Assets | | $ | 13,443 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,010,829 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.30 | | |
CLASS A: | |
Net Assets | | $ | 13 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,014 | | |
Net Asset Value, Redemption Price Per Share | | $ | 13.26 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.73 | | |
Maximum Offering Price Per Share | | $ | 13.99 | | |
CLASS C: | |
Net Assets | | $ | 50 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,797 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.12 | | |
CLASS IS: | |
Net Assets | | $ | 13 | | |
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 | | $ | 13.30 | | |
@ 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, 2021 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $2 of Foreign Taxes Withheld) | | $ | 44 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 44 | | |
Expenses: | |
Professional Fees | | | 61 | | |
Advisory Fees (Note B) | | | 56 | | |
Registration Fees | | | 22 | | |
Shareholder Reporting Fees | | | 7 | | |
Administration Fees (Note C) | | | 6 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 3 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Shareholder Services Fees — Class A (Note D) | | | — | @ | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Sub Transfer Agency Fees — Class I | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Other Expenses | | | 8 | | |
Total Expenses | | | 170 | | |
Waiver of Advisory Fees (Note B) | | | (56 | ) | |
Expenses Reimbursed by Adviser (Note B) | | | (29 | ) | |
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 IS (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 82 | | |
Net Investment Loss | | | (38 | ) | |
Realized Gain (Loss): | |
Investments Sold | | | 864 | | |
Foreign Currency Translation | | | (1 | ) | |
Net Realized Gain | | | 863 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (1,366 | ) | |
Foreign Currency Translation | | | (— | @) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,366 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (503 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (541 | ) | |
@ 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, 2021
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (38 | ) | | $ | (14 | ) | |
Net Realized Gain | | | 863 | | | | 58 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,366 | ) | | | 3,092 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (541 | ) | | | 3,136 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (180 | ) | |
Class A | | | — | | | | (— | @) | |
Class C | | | — | | | | (— | @) | |
Class IS | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (180 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 10 | | | | — | | |
Distributions Reinvested | | | — | | | | 180 | | |
Class A: | |
Subscribed | | | — | @ | | | — | | |
Distributions Reinvested | | | — | | | | — | @ | |
Class C: | |
Subscribed | | | — | | | | 35 | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | — | | | | (— | @) | |
Class IS: | |
Distributions Reinvested | | | — | | | | — | @ | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 10 | | | | 215 | | |
Total Increase (Decrease) in Net Assets | | | (531 | ) | | | 3,171 | | |
Net Assets: | |
Beginning of Period | | | 14,050 | | | | 10,879 | | |
End of Period | | $ | 13,519 | | | $ | 14,050 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 1 | | | | — | | |
Shares Issued on Distributions Reinvested | | | — | | | | 13 | | |
Net Increase in Class I Shares Outstanding | | | 1 | | | | 13 | | |
Class A: | |
Shares Subscribed | | | — | @@ | | | — | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Net Increase in Class A Shares Outstanding | | | — | @@ | | | — | @@ | |
Class C: | |
Shares Subscribed | | | — | | | | 3 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | — | | | | (— | @@) | |
Net Increase in Class C Shares Outstanding | | | — | | | | 3 | | |
Class IS: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
@ 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, 2021
Financial Highlights
China Equity Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Year Ended December 31, 2020 | | Period from October 31, 2019(1) to December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 13.83 | | | $ | 10.88 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.04 | ) | | | (0.01 | ) | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (0.49 | ) | | | 3.14 | | | | 0.90 | | |
Total from Investment Operations | | | (0.53 | ) | | | 3.13 | | | | 0.88 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.18 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 13.30 | | | $ | 13.83 | | | $ | 10.88 | | |
Total Return(3) | | | (3.83 | )%(6) | | | 28.80 | % | | | 8.80 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 13,443 | | | $ | 13,970 | | | $ | 10,846 | | |
Ratio of Expenses Before Expense Limitation | | | 2.37 | %(7) | | | 3.20 | % | | | 5.72 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 1.16 | %(4)(7) | | | 1.16 | %(4) | | | 1.15 | %(4)(7) | |
Ratio of Net Investment Loss | | | (0.53 | )%(4)(7) | | | (0.11 | )%(4) | | | (0.98 | )%(4)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 33 | %(6) | | | 25 | % | | | 0 | %(6) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
China Equity Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Year Ended December 31, 2020 | | Period from October 31, 2019(1) to December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 13.81 | | | $ | 10.87 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.06 | ) | | | (0.06 | ) | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (0.49 | ) | | | 3.13 | | | | 0.89 | | |
Total from Investment Operations | | | (0.55 | ) | | | 3.07 | | | | 0.87 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.13 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 13.26 | | | $ | 13.81 | | | $ | 10.87 | | |
Total Return(3) | | | (3.98 | )%(6) | | | 28.30 | % | | | 8.70 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 13 | | | $ | (14 | ) | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 14.93 | %(7) | | | 21.25 | % | | | 19.30 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 1.55 | %(4)(7) | | | 1.54 | %(4) | | | 1.54 | %(4)(7) | |
Ratio of Net Investment Loss | | | (0.92 | )%(4)(7) | | | (0.50 | )%(4) | | | (1.37 | )%(4)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 33 | %(6) | | | 25 | % | | | 0 | %(6) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
China Equity Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Year Ended December 31, 2020 | | Period from October 31, 2019(1) to December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 13.72 | | | $ | 10.86 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.11 | ) | | | (0.21 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (0.49 | ) | | | 3.18 | | | | 0.90 | | |
Total from Investment Operations | | | (0.60 | ) | | | 2.97 | | | | 0.86 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.11 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 13.12 | | | $ | 13.72 | | | $ | 10.86 | | |
Total Return(3) | | | (4.37 | )%(6) | | | 27.38 | % | | | 8.60 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 50 | | | $ | 52 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 6.70 | %(7) | | | 13.32 | % | | | 20.07 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 2.30 | %(4)(7) | | | 2.29 | %(4) | | | 2.29 | %(4)(7) | |
Ratio of Net Investment Loss | | | (1.67 | )%(4)(7) | | | (1.66 | )%(4) | | | (2.12 | )%(4)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 33 | %(6) | | | 25 | % | | | 0 | %(6) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
China Equity Portfolio
| | Class IS | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Year Ended December 31, 2020 | | Period from October 31, 2019(1) to December 31, 2019 | |
Net Asset Value, Beginning of Period | | $ | 13.83 | | | $ | 10.88 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.04 | ) | | | (0.01 | ) | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | (0.49 | ) | | | 3.14 | | | | 0.90 | | |
Total from Investment Operations | | | (0.53 | ) | | | 3.13 | | | | 0.88 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.18 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 13.30 | | | $ | 13.83 | | | $ | 10.88 | | |
Total Return(3) | | | (3.83 | )%(6) | | | 28.82 | % | | | 8.80 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 13 | | | $ | 14 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 14.61 | %(7) | | | 20.92 | % | | | 19.05 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 1.15 | %(4)(7) | | | 1.14 | %(4) | | | 1.14 | %(4)(7) | |
Ratio of Net Investment Loss | | | (0.53 | )%(4)(7) | | | (0.10 | )%(4) | | | (0.97 | )%(4)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.01 | % | | | 0.01 | %(7) | |
Portfolio Turnover Rate | | | 33 | %(6) | | | 25 | % | | | 0 | %(6) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the China Equity Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class IS.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on
the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's
investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
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 | | $ | 835 | | | $ | — | | | $ | — | | | $ | 835 | | |
Beverages | | | 1,301 | | | | — | | | | — | | | | 1,301 | | |
Biotechnology | | | 70 | | | | — | | | | — | | | | 70 | | |
Capital Markets | | | 274 | | | | — | | | | — | | | | 274 | | |
Computers & Peripherals | | | 58 | | | | — | | | | — | | | | 58 | | |
Diversified Consumer Services | | | 305 | | | | — | | | | — | | | | 305 | | |
Electronic Equipment, Instruments & Components | | | 328 | | | | — | | | | — | | | | 328 | | |
Food & Staples Retailing | | | 80 | | | | — | | | | — | | | | 80 | | |
Food Products | | | 436 | | | | — | | | | — | | | | 436 | | |
Household Durables | | | 408 | | | | — | | | | — | | | | 408 | | |
Insurance | | | 299 | | | | — | | | | — | | | | 299 | | |
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Interactive Media & Services | | $ | 2,610 | | | $ | — | | | $ | — | | | $ | 2,610 | | |
Internet & Direct Marketing Retail | | | 3,362 | | | | — | | | | — | | | | 3,362 | | |
Life Sciences Tools & Services | | | 293 | | | | — | | | | — | | | | 293 | | |
Machinery | | | 186 | | | | — | | | | — | | | | 186 | | |
Pharmaceuticals | | | 256 | | | | — | | | | — | | | | 256 | | |
Real Estate Management & Development | | | 198 | | | | — | | | | — | | | | 198 | | |
Textiles, Apparel & Luxury Goods | | | 872 | | | | — | | | | — | | | | 872 | | |
Total Common Stocks | | | 12,171 | | | | — | | | | — | | | | 12,171 | | |
Short-Term Investment Investment Company | | | 1,181 | | | | — | | | | — | | | | 1,181 | | |
Total Assets | | $ | 13,352 | | | $ | — | | | $ | — | | | $ | 13,352 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency
portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Redemption Fees: The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class C shares and Class IS 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.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
5. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
6. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
7. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at an annual rate of 0.80% of the daily net assets of the Fund.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.20% for Class I shares, 1.55% for Class A shares, 2.30% for Class C shares and 1.15% for Class IS 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, 2021, approximately $56,000 of advisory fees were waived and approximately $32,000 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
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
providing shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $4,374,000 and $5,317,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 415 | | | $ | 2,955 | | | $ | 2,189 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 1,181 | | |
@ 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, 2021, 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 two-year period ended December 31, 2020 remains subject to examination by taxing authorities.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 180 | | | $ | — | �� | | $ | — | | | $ | — | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2020.
At December 31, 2020, 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) | |
$ | 240 | | | $ | 18 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, the Fund did not have record owners of 10% or greater.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one-year period and the period since the end of October 2019, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which does not include breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFICEQSAN
3694623 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Counterpoint Global Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 10 | | |
Consolidated Statement of Operations | | | 11 | | |
Consolidated Statements of Changes in Net Assets | | | 12 | | |
Consolidated Financial Highlights | | | 13 | | |
Notes to Consolidated Financial Statements | | | 17 | | |
Investment Advisory Agreement Approval | | | 29 | | |
Liquidity Risk Management Program | | | 31 | | |
U.S. Customer Privacy Notice | | | 32 | | |
Director and Officer Information | | | 35 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,156.20 | | | $ | 1,019.59 | | | $ | 5.61 | | | $ | 5.26 | | | | 1.05 | % | |
Counterpoint Global Portfolio Class A | | | 1,000.00 | | | | 1,154.00 | | | | 1,017.85 | | | | 7.48 | | | | 7.00 | | | | 1.40 | | |
Counterpoint Global Portfolio Class C | | | 1,000.00 | | | | 1,150.00 | | | | 1,014.13 | | | | 11.46 | | | | 10.74 | | | | 2.15 | | |
Counterpoint Global Portfolio Class IS | | | 1,000.00 | | | | 1,156.60 | | | | 1,019.84 | | | | 5.35 | | | | 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, 2021 (unaudited)
Consolidated Portfolio of Investments
Counterpoint Global Portfolio
| | Shares | | Value (000) | |
Common Stocks (92.0%) | |
Argentina (0.1%) | |
Globant SA (a) | | | 78 | | | $ | 17 | | |
Australia (0.6%) | |
Afterpay Ltd. (a) | | | 457 | | | | 41 | | |
Brookfield Infrastructure Partners LP | | | 1,500 | | | | 83 | | |
Redbubble Ltd. (a) | | | 10,362 | | | | 28 | | |
Xero Ltd. (a) | | | 368 | | | | 38 | | |
| | | 190 | | |
Brazil (0.1%) | |
B3 SA — Brasil Bolsa Balcao | | | 1,170 | | | | 4 | | |
Magazine Luiza SA | | | 2,509 | | | | 11 | | |
| | | 15 | | |
Canada (4.8%) | |
AbCellera Biologics, Inc. (a) | | | 443 | | | | 10 | | |
Brookfield Asset Management, Inc., Class A | | | 1,791 | | | | 91 | | |
Canada Goose Holdings, Inc. (a) | | | 2,857 | | | | 125 | | |
Canadian National Railway Co. | | | 226 | | | | 24 | | |
Colliers International Group, Inc. | | | 983 | | | | 110 | | |
Constellation Software, Inc. | | | 91 | | | | 138 | | |
FirstService Corp. | | | 177 | | | | 30 | | |
Shopify, Inc., Class A (a) | | | 587 | | | | 858 | | |
Topicus.com, Inc. (a) | | | 319 | | | | 23 | | |
| | | 1,409 | | |
China (2.5%) | |
360 DigiTech, Inc. ADR (a) | | | 325 | | | | 14 | | |
Agora, Inc. ADR (a) | | | 45 | | | | 2 | | |
Alibaba Group Holding Ltd. ADR (a) | | | 412 | | | | 93 | | |
China East Education Holdings Ltd. (a)(b) | | | 3,000 | | | | 5 | | |
DIDI Global, Inc. ADR (a) | | | 2,642 | | | | 38 | | |
Foshan Haitian Flavouring & Food Co., Ltd., Class A | | | 6,838 | | | | 136 | | |
Haidilao International Holding Ltd. (b) | | | 2,000 | | | | 11 | | |
Huazhu Group Ltd. ADR (a) | | | 41 | | | | 2 | | |
HUYA, Inc. ADR (a) | | | 1,159 | | | | 20 | | |
Inner Mongolia Yili Industrial Group Co., Ltd., Class A | | | 900 | | | | 5 | | |
Kuaishou Technology (a)(b) | | | 600 | | | | 15 | | |
Meituan, Class B (a)(b) | | | 3,600 | | | | 149 | | |
New Frontier Health Corp. SPAC (a) | | | 1,068 | | | | 12 | | |
Shenzhou International Group Holdings Ltd. (b) | | | 900 | | | | 23 | | |
TAL Education Group ADR (a) | | | 4,228 | | | | 107 | | |
Tencent Holdings Ltd. (b) | | | 600 | | | | 45 | | |
Trip.com Group Ltd. ADR (a) | | | 1,974 | | | | 70 | | |
Weimob, Inc. (a)(b) | | | 1,000 | | | | 2 | | |
| | | 749 | | |
Denmark (1.7%) | |
Chr Hansen Holding A/S | | | 810 | | | | 73 | | |
DSV Panalpina A/S | | | 1,760 | | | | 410 | | |
Novo Nordisk A/S Series B | | | 66 | | | | 6 | | |
| | | 489 | | |
| | Shares | | Value (000) | |
Finland (0.1%) | |
Revenio Group Oyj | | | 518 | | | $ | 39 | | |
France (2.5%) | |
Christian Dior SE | | | 143 | | | | 115 | | |
Dassault Systemes SE | | | 219 | | | | 53 | | |
EssilorLuxottica SA | | | 109 | | | | 20 | | |
Hermes International | | | 303 | | | | 441 | | |
L'Oreal SA (BSRM) | | | 68 | | | | 30 | | |
Pernod Ricard SA | | | 259 | | | | 58 | | |
Remy Cointreau SA | | | 164 | | | | 34 | | |
| | | 751 | | |
Germany (0.4%) | |
Adidas AG | | | 159 | | | | 59 | | |
HelloFresh SE (a) | | | 354 | | | | 35 | | |
Puma SE | | | 102 | | | | 12 | | |
| | | 106 | | |
Hong Kong (0.3%) | |
AIA Group Ltd. | | | 7,200 | | | | 89 | | |
India (1.8%) | |
HDFC Bank Ltd. ADR (a) | | | 6,227 | | | | 455 | | |
ICICI Bank Ltd. ADR (a) | | | 3,773 | | | | 65 | | |
| | | 520 | | |
Israel (0.4%) | |
Global-e Online Ltd. (a) | | | 580 | | | | 33 | | |
IronSource Ltd., Class A (a)(c) | | | 5,141 | | | | 49 | | |
Monday.com Ltd. (a) | | | 216 | | | | 49 | | |
| | | 131 | | |
Italy (1.2%) | |
Brunello Cucinelli SpA (a) | | | 354 | | | | 21 | | |
Davide Campari-Milano N.V. | | | 4,962 | | | | 66 | | |
Moncler SpA | | | 3,907 | | | | 264 | | |
| | | 351 | | |
Japan (1.1%) | |
BASE, Inc. (a) | | | 2,100 | | | | 32 | | |
Change, Inc. (a) | | | 700 | | | | 19 | | |
Demae-Can Co., Ltd. (a) | | | 1,500 | | | | 21 | | |
Freee KK (a) | | | 300 | | | | 28 | | |
Keyence Corp. | | | 300 | | | | 151 | | |
Mercari, Inc. (a) | | | 500 | | | | 26 | | |
Pigeon Corp. | | | 2,200 | | | | 62 | | |
| | | 339 | | |
Korea, Republic of (0.2%) | |
NAVER Corp. | | | 200 | | | | 74 | | |
Mexico (0.1%) | |
Grupo Aeroportuario del Sureste SAB de CV, Class B (a) | | | 1,175 | | | | 22 | | |
Netherlands (2.4%) | |
Adyen N.V. (a) | | | 140 | | | | 342 | | |
ASML Holding N.V. | | | 269 | | | | 185 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Counterpoint Global Portfolio
| | Shares | | Value (000) | |
Netherlands (cont'd) | |
ASML Holding N.V. (Registered) | | | 248 | | | $ | 171 | | |
JDE Peet's N.V. (a) | | | 433 | | | | 16 | | |
Just Eat Takeaway.com N.V (a) | | | 77 | | | | 7 | | |
| | | 721 | | |
Norway (0.0%) (d) | |
Kahoot! ASA (a) | | | 825 | | | | 6 | | |
Poland (0.4%) | |
Dino Polska SA (a) | | | 1,519 | | | | 111 | | |
Russia (0.0%) (d) | |
Yandex N.V., Class A (a) | | | 41 | | | | 3 | | |
Singapore (2.9%) | |
Sea Ltd. ADR (a) | | | 3,141 | | | | 862 | | |
Spain (0.1%) | |
Aena SME SA (a) | | | 114 | | | | 19 | | |
Sweden (1.7%) | |
AddLife AB, Class B | | | 4,735 | | | | 146 | | |
Evolution AB | | | 1,418 | | | | 224 | | |
Kinnevik AB, Class B (a) | | | 1,593 | | | | 64 | | |
Olink Holding AB ADR (a) | | | 520 | | | | 18 | | |
Vitrolife AB | | | 1,310 | | | | 54 | | |
| | | 506 | | |
Switzerland (0.5%) | |
Kuehne & Nagel International AG (Registered) | | | 191 | | | | 65 | | |
Straumann Holding AG (Registered) | | | 53 | | | | 85 | | |
| | | 150 | | |
Taiwan (0.5%) | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 7,000 | | | | 149 | | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | | 89 | | | | 11 | | |
| | | 160 | | |
United Kingdom (3.0%) | |
Abcam PLC (a) | | | 399 | | | | 8 | | |
Abcam PLC ADR (a) | | | 936 | | | | 18 | | |
Angle PLC (a) | | | 39,023 | | | | 74 | | |
ASOS PLC (a) | | | 936 | | | | 64 | | |
Babcock International Group PLC (a) | | | 12,287 | | | | 49 | | |
Deliveroo PLC (a) | | | 18,859 | | | | 75 | | |
Diageo PLC | | | 970 | | | | 46 | | |
Fevertree Drinks PLC | | | 630 | | | | 22 | | |
Intertek Group PLC | | | 200 | | | | 15 | | |
Rentokil Initial PLC | | | 7,146 | | | | 49 | | |
Rightmove PLC | | | 10,439 | | | | 94 | | |
Victoria PLC (a) | | | 24,703 | | | | 366 | | |
| | | 880 | | |
United States (62.6%) | |
10X Genomics, Inc., Class A (a) | | | 323 | | | | 63 | | |
23andMe Holding Co. (a)(c) | | | 1,186 | | | | 13 | | |
4D Molecular Therapeutics, Inc. (a) | | | 397 | | | | 10 | | |
ABG Acquisition Corp. I, Class A SPAC (a) | | | 797 | | | | 8 | | |
Activision Blizzard, Inc. | | | 47 | | | | 4 | | |
Adobe, Inc. (a) | | | 210 | | | | 123 | | |
| | Shares | | Value (000) | |
Affirm Holdings, Inc. (a) | | | 196 | | | $ | 13 | | |
Agilon health, Inc. (a) | | | 5,125 | | | | 208 | | |
Airbnb, Inc., Class A (a) | | | 9 | | | | 1 | | |
Ajax I, Class A SPAC (a) | | | 5,600 | | | | 56 | | |
Alignment Healthcare, Inc. (a) | | | 734 | | | | 17 | | |
Allogene Therapeutics, Inc. (a) | | | 361 | | | | 9 | | |
Alnylam Pharmaceuticals, Inc. (a) | | | 169 | | | | 29 | | |
Alphabet, Inc., Class C (a) | | | 51 | | | | 128 | | |
Altimeter Growth Corp., Class A SPAC (a) | | | 12,681 | | | | 148 | | |
Amazon.com, Inc. (a) | | | 85 | | | | 292 | | |
American Tower Corp. REIT | | | 17 | | | | 5 | | |
Anaplan, Inc. (a) | | | 647 | | | | 34 | | |
ANSYS, Inc. (a) | | | 7 | | | | 2 | | |
Anterix, Inc. (a) | | | 1,466 | | | | 88 | | |
Appfolio, Inc., Class A (a) | | | 1,188 | | | | 168 | | |
Appian Corp. (a) | | | 1,645 | | | | 227 | | |
ATAI Life Sciences N.V. (a) | | | 1,084 | | | | 20 | | |
AutoZone, Inc. (a) | | | 2 | | | | 3 | | |
Avalara, Inc. (a) | | | 18 | | | | 3 | | |
Axon Enterprise, Inc. (a) | | | 1,257 | | | | 222 | | |
Ball Corp. | | | 95 | | | | 8 | | |
Beam Therapeutics, Inc. (a) | | | 84 | | | | 11 | | |
Berkshire Hathaway, Inc., Class B (a) | | | 25 | | | | 7 | | |
Big Sky Growth Partners, Inc. (Units) SPAC (a)(e) | | | 1,681 | | | | 17 | | |
Bill.Com Holdings, Inc. (a) | | | 61 | | | | 11 | | |
BowX Acquisition Corp., Class A SPAC (a) | | | 3,438 | | | | 40 | | |
Brookfield Asset Management Reinsurance Partners Ltd., Class A (a) | | | 12 | | | | 1 | | |
C3.ai, Inc., Class A (a) | | | 573 | | | | 36 | | |
C4 Therapeutics, Inc. (a) | | | 249 | | | | 9 | | |
Cadence Design Systems, Inc. (a) | | | 21 | | | | 3 | | |
Cardlytics, Inc. (a) | | | 1,913 | | | | 243 | | |
Carvana Co. (a) | | | 1,638 | | | | 494 | | |
Century Therapeutics, Inc. (a) | | | 359 | | | | 11 | | |
Chegg, Inc. (a) | | | 26 | | | | 2 | | |
Chewy, Inc., Class A (a) | | | 35 | | | | 3 | | |
Cintas Corp. | | | 8 | | | | 3 | | |
Clear Secure, Inc., Class A (a) | | | 964 | | | | 30 | | |
Cloudflare, Inc., Class A (a) | | | 3,814 | | | | 404 | | |
CM Life Sciences II, Inc. (Units) SPAC (a)(e) | | | 517 | | | | 7 | | |
CM Life Sciences III, Inc. (Units) SPAC (a)(e) | | | 330 | | | | 4 | | |
Colgate-Palmolive Co. | | | 49 | | | | 4 | | |
Confluent, Inc., Class A (a) | | | 183 | | | | 9 | | |
Copart, Inc. (a) | | | 32 | | | | 4 | | |
CoStar Group, Inc. (a) | | | 50 | | | | 4 | | |
Costco Wholesale Corp. | | | 202 | | | | 80 | | |
Coupa Software, Inc. (a) | | | 621 | | | | 163 | | |
Coupang, Inc. (a) | | | 7,315 | | | | 306 | | |
Covetrus, Inc. (a) | | | 20,253 | | | | 547 | | |
Credit Acceptance Corp. (a) | | | 173 | | | | 79 | | |
Cricut, Inc., Class A (a) | | | 5,448 | | | | 232 | | |
Crowdstrike Holdings, Inc., Class A (a) | | | 18 | | | | 5 | | |
Danaher Corp. | | | 110 | | | | 30 | | |
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Counterpoint Global Portfolio
| | Shares | | Value (000) | |
United States (cont'd) | |
Datadog, Inc., Class A (a) | | | 432 | | | $ | 45 | | |
Desktop Metal, Inc., Class A (a) | | | 3,062 | | | | 35 | | |
DexCom, Inc. (a) | | | 10 | | | | 4 | | |
Digital Transformation Opportunities Corp. (Units) SPAC (a)(e) | | | 327 | | | | 3 | | |
DocuSign, Inc. (a) | | | 33 | | | | 9 | | |
Domino's Pizza, Inc. | | | 9 | | | | 4 | | |
DoorDash, Inc., Class A (a) | | | 1,121 | | | | 200 | | |
Doximity, Inc., Class A (a) | | | 1,085 | | | | 63 | | |
Dynamics Special Purpose Corp., Class A SPAC (a) | | | 3,129 | | | | 31 | | |
Ecolab, Inc. | | | 44 | | | | 9 | | |
Editas Medicine, Inc. (a) | | | 98 | | | | 6 | | |
EPAM Systems, Inc. (a) | | | 508 | | | | 260 | | |
Equinix, Inc. REIT | | | 3 | | | | 2 | | |
Equitable Holdings, Inc. | | | 1,221 | | | | 37 | | |
EVI Industries, Inc. (a) | | | 384 | | | | 11 | | |
Exact Sciences Corp. (a) | | | 155 | | | | 19 | | |
Facebook, Inc., Class A (a) | | | 329 | | | | 114 | | |
Farfetch Ltd., Class A (a) | | | 4,957 | | | | 250 | | |
Fastenal Co. | | | 53 | | | | 3 | | |
Fastly, Inc., Class A (a) | | | 10,685 | | | | 637 | | |
Fate Therapeutics, Inc. (a) | | | 104 | | | | 9 | | |
Figs, Inc., Class A (a) | | | 1,067 | | | | 53 | | |
Floor & Decor Holdings, Inc., Class A (a) | | | 1,144 | | | | 121 | | |
GH Research PLC (a) | | | 217 | | | | 5 | | |
GoodRx Holdings, Inc., Class A (a) | | | 517 | | | | 19 | | |
Gores Holdings VI, Inc., Class A SPAC (a) | | | 2,740 | | | | 44 | | |
Graphite Bio, Inc. (a) | | | 281 | | | | 9 | | |
GTT Communications, Inc. (a) | | | 2,676 | | | | 6 | | |
Guardant Health, Inc. (a) | | | 384 | | | | 48 | | |
Guidewire Software, Inc. (a) | | | 22 | | | | 2 | | |
HealthEquity, Inc. (a) | | | 187 | | | | 15 | | |
HEICO Corp., Class A | | | 607 | | | | 75 | | |
Home Depot, Inc. (The) | | | 14 | | | | 4 | | |
IAC/InterActiveCorp (a) | | | 40 | | | | 6 | | |
IDEXX Laboratories, Inc. (a) | | | 7 | | | | 4 | | |
Illumina, Inc. (a) | | | 17 | | | | 8 | | |
Inspire Medical Systems, Inc. (a) | | | 225 | | | | 43 | | |
Intellia Therapeutics, Inc. (a) | | | 226 | | | | 37 | | |
Intercontinental Exchange, Inc. | | | 295 | | | | 35 | | |
Intuitive Surgical, Inc. (a) | | | 263 | | | | 242 | | |
JFrog Ltd. (a) | | | 2,491 | | | | 113 | | |
Latch, Inc. (a) | | | 5,708 | | | | 70 | | |
Linde PLC | | | 62 | | | | 18 | | |
Lululemon Athletica, Inc. (a) | | | 7 | | | | 3 | | |
Lyell Immunopharma, Inc. (a) | | | 1,775 | | | | 29 | | |
Marqeta, Inc., Class A (a) | | | 712 | | | | 20 | | |
Martin Marietta Materials, Inc. | | | 52 | | | | 18 | | |
Mastercard, Inc., Class A | | | 569 | | | | 208 | | |
Match Group, Inc. (a) | | | 28 | | | | 5 | | |
McDonald's Corp. | | | 18 | | | | 4 | | |
MercadoLibre, Inc. (a) | | | 168 | | | | 262 | | |
| | Shares | | Value (000) | |
MicroStrategy, Inc., Class A (a) | | | 69 | | | $ | 46 | | |
Moderna, Inc. (a) | | | 554 | | | | 130 | | |
MongoDB, Inc. (a) | | | 203 | | | | 73 | | |
MP Materials Corp. (a) | | | 431 | | | | 16 | | |
NanoString Technologies, Inc. (a) | | | 2,367 | | | | 153 | | |
NIKE, Inc., Class B | | | 27 | | | | 4 | | |
NVIDIA Corp. | | | 10 | | | | 8 | | |
Oak Street Health, Inc. (a) | | | 153 | | | | 9 | | |
Okta, Inc. (a) | | | 1,284 | | | | 314 | | |
Olo, Inc., Class A (a) | | | 1,041 | | | | 39 | | |
Opendoor Technologies, Inc. (a) | | | 419 | | | | 7 | | |
Original BARK Co. (The) (a) | | | 1,403 | | | | 16 | | |
Oscar Health, Inc., Class A (a) | | | 562 | | | | 12 | | |
Outset Medical, Inc. (a) | | | 221 | | | | 11 | | |
Overstock.com, Inc. (a) | | | 10,034 | | | | 925 | | |
Party City Holdco, Inc. (a) | | | 25,605 | | | | 239 | | |
Passage Bio, Inc. (a) | | | 704 | | | | 9 | | |
PayPal Holdings, Inc. (a) | | | 15 | | | | 4 | | |
Peloton Interactive, Inc., Class A (a) | | | 307 | | | | 38 | | |
Penumbra, Inc. (a) | | | 64 | | | | 18 | | |
Pinterest, Inc., Class A (a) | | | 3,694 | | | | 292 | | |
Porch Group, Inc. (a) | | | 1,700 | | | | 33 | | |
Privia Health Group, Inc. (a) | | | 314 | | | | 14 | | |
Procore Technologies, Inc. (a) | | | 89 | | | | 8 | | |
Progressive Corp. (The) | | | 350 | | | | 34 | | |
Qualtrics International, Inc., Class A (a) | | | 318 | | | | 12 | | |
Quotient Ltd. (a) | | | 3,613 | | | | 13 | | |
Redfin Corp. (a) | | | 3,768 | | | | 239 | | |
Relay Therapeutics, Inc. (a) | | | 252 | | | | 9 | | |
Ribbit LEAP Ltd. (Units) SPAC (a)(e) | | | 974 | | | | 11 | | |
ROBLOX Corp., Class A (a) | | | 2,482 | | | | 223 | | |
Roku, Inc. (a) | | | 88 | | | | 40 | | |
Rollins, Inc. | | | 207 | | | | 7 | | |
Roper Technologies, Inc. | | | 61 | | | | 29 | | |
Royal Gold, Inc. | | | 504 | | | | 58 | | |
Royalty Pharma PLC, Class A | | | 12,742 | | | | 522 | | |
S&P Global, Inc. | | | 141 | | | | 58 | | |
salesforce.com, Inc. (a) | | | 599 | | | | 146 | | |
Sana Biotechnology, Inc. (a) | | | 664 | | | | 13 | | |
Schrodinger, Inc. (a) | | | 208 | | | | 16 | | |
Seer, Inc. (a) | | | 518 | | | | 17 | | |
Service Corp. International | | | 51 | | | | 3 | | |
ServiceNow, Inc. (a) | | | 282 | | | | 155 | | |
Sherwin-Williams Co. (The) | | | 16 | | | | 4 | | |
Signify Health, Inc., Class A (a) | | | 622 | | | | 19 | | |
Skillz, Inc. (a) | | | 24,016 | | | | 522 | | |
Smartsheet, Inc., Class A (a) | | | 2,479 | | | | 179 | | |
Snap, Inc., Class A (a) | | | 5,531 | | | | 377 | | |
Snowflake, Inc., Class A (a) | | | 1,386 | | | | 335 | | |
Soaring Eagle Acquisition Corp. (Units) SPAC (a)(e) | | | 7,655 | | | | 81 | | |
Spotify Technology SA (a) | | | 1,581 | | | | 436 | | |
Square, Inc., Class A (a) | | | 1,945 | | | | 474 | | |
Squarespace, Inc., Class A (a) | | | 314 | | | | 19 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Counterpoint Global Portfolio
| | Shares | | Value (000) | |
United States (cont'd) | |
Starbucks Corp. | | | 33 | | | $ | 4 | | |
Stitch Fix, Inc., Class A (a) | | | 4,470 | | | | 270 | | |
Synopsys, Inc. (a) | | | 11 | | | | 3 | | |
Talkspace, Inc. (a)(c) | | | 1,323 | | | | 10 | | |
TCV Acquisition Corp., Class A SPAC (a) | | | 1,029 | | | | 10 | | |
Teladoc Health, Inc. (a) | | | 61 | | | | 10 | | |
Texas Pacific Land Corp. | | | 33 | | | | 53 | | |
TPG Pace Tech Opportunities Corp., Class A SPAC (a) | | | 3,021 | | | | 30 | | |
Trade Desk, Inc. (The), Class A (a) | | | 2,223 | | | | 172 | | |
Twilio, Inc., Class A (a) | | | 1,004 | | | | 396 | | |
Twitter, Inc. (a) | | | 7,320 | | | | 504 | | |
Tyler Technologies, Inc. (a) | | | 50 | | | | 23 | | |
Uber Technologies, Inc. (a) | | | 4,924 | | | | 247 | | |
UiPath, Inc., Class A (a) | | | 449 | | | | 30 | | |
Unity Software, Inc. (a) | | | 1,252 | | | | 138 | | |
Upwork, Inc. (a) | | | 681 | | | | 40 | | |
USHG Acquisition Corp. (Units) SPAC (a)(e) | | | 1,705 | | | | 17 | | |
UTZ Brands, Inc. | | | 4,036 | | | | 88 | | |
Veeva Systems, Inc., Class A (a) | | | 1,550 | | | | 482 | | |
Vimeo, Inc. (a) | | | 887 | | | | 43 | | |
Visa, Inc., Class A | | | 596 | | | | 139 | | |
Vroom, Inc. (a) | | | 3,058 | | | | 128 | | |
Walt Disney Co. (The) (a) | | | 1,085 | | | | 191 | | |
Waste Connections, Inc. | | | 230 | | | | 27 | | |
Watsco, Inc. | | | 9 | | | | 3 | | |
Wayfair, Inc., Class A (a) | | | 1,085 | | | | 343 | | |
Workday, Inc., Class A (a) | | | 27 | | | | 6 | | |
Zillow Group, Inc., Class A (a) | | | 163 | | | | 20 | | |
Zillow Group, Inc., Class C (a) | | | 1,237 | | | | 151 | | |
Zoetis, Inc. | | | 16 | | | | 3 | | |
Zoom Video Communications, Inc., Class A (a) | | | 1,032 | | | | 399 | | |
ZoomInfo Technologies, Inc., Class A (a) | | | 714 | | | | 37 | | |
Zymergen, Inc. (a) | | | 992 | | | | 40 | | |
| | | 18,504 | | |
Total Common Stocks (Cost $16,915) | | | 27,213 | | |
| | Shares | | Value (000) | |
Preferred Stocks (0.1%) | |
United States (0.1%) | |
Overstock.com, Inc. Series A-1 (a) (Cost $1) | | | 176 | | | $ | 15 | | |
Investment Companies (0.7%) | |
United States (0.3%) | |
Grayscale Bitcoin Trust (a) | | | 3,346 | | | | 100 | | |
United Kingdom (0.4%) | |
Hipgnosis Songs Fund Ltd. | | | 63,936 | | | | 108 | | |
Total Investment Companies (Cost $275) | | | 208 | | |
| | No. of Warrants | | | |
Warrant (0.0%) (d) | |
United States (0.0%) (d) | |
Original Bark Co. (The) expires 5/1/26 (a) (Cost $2) | | | 373 | | | | 1 | | |
| | Shares | | | |
Short-Term Investment (7.5%) | |
Investment Company (7.5%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $2,213) | | | 2,213,315 | | | | 2,213 | | |
Total Investments Excluding Purchased Options (100.3%) (Cost $19,406) | | | | | 29,650 | | |
Total Purchased Options Outstanding (0.0%) (Cost $67) (d) | | | 4 | | |
Total Investments (100.3%) (Cost $19,473) (f)(o) | | | 29,654 | | |
Liabilities in Excess of Other Assets (–0.3%) | | | (93 | ) | |
Net Assets (100.0%) | | $ | 29,561 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
The Fund had the following Derivative Contracts — PIPE open at June 30, 2021:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Appreciation (Depreciation) (000) | | % of Net Assets | |
Altimeter Growth Corp. | | Grab Holdings, Inc. (a)(c)(g)(h)(n) | | $106,460 | | 12/31/21 | | $6 | | | 0.02 | % | |
Ajax I | | Cazoo Holdings Limited. (a)(c)(g)(i)(n) | | 117,310 | | 12/31/21 | | (15) | | | (0.05 | ) | |
CM Life Sciences, Inc. | | Mount Sinai Genomics, Inc. (d/b/a Sema4) (a)(c)(g)(j)(n) | | 23,490 | | 12/31/21 | | 5 | | | 0.02 | | |
CM Life Sciences II, Inc. | | SomaLogic, Inc. (a)(c)(g)(k)(n) | | 10,800 | | 12/31/21 | | 2 | | | 0.01 | | |
Good Works Acquisition Corp. | | Cipher Mining Technologies, Inc. (a)(c)(g)(l)(n) | | 42,660 | | 12/31/21 | | (11) | | | (0.04 | ) | |
Soaring Eagle Acquisition Corp. | | Ginkgo Bioworks, Inc. (a)(c)(g)(m)(n) | | 58,700 | | 12/31/21 | | (8) | | | (0.03 | ) | |
| | | | | | | | $ | (21 | ) | | | (0.07 | )% | |
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Counterpoint Global Portfolio
(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 and derivative contracts (excluding 144A holdings) at June 30, 2021 amounts to approximately $51,000 and represents 0.2% of net assets.
(d) Amount is less than 0.05%.
(e) Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.
(f) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $10,734,000 and the aggregate gross unrealized depreciation is approximately $574,000, resulting in net unrealized appreciation of approximately $10,160,000.
(g) At June 30, 2021, the Fund held fair valued derivative contracts valued at approximately $(21,000) representing (0.1)% of net assets. These holdings have been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(h) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 10,646 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between Grab Holdings Inc., and Altimeter Growth Corp., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Altimeter Growth Corp., and Grab Holdings Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Altimeter Growth Corp., and Grab Holdings Inc. The investment is restricted from resale until the settlement date.
(i) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 11,731 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between Cazoo Holdings Limited., and Ajax I, a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Ajax I, and Cazoo Holdings Limited., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Ajax I, and Cazoo Holdings Limited. The investment is restricted from resale until the settlement date.
(j) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 2,349 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between Mount Sinai Genomics, Inc. (d/b/a Sema4), and CM Life Sciences, Inc., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both CM Life Sciences, Inc., and Mount Sinai Genomics, Inc. (d/b/a Sema4), and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to CM Life Sciences, Inc., and Mount Sinai Genomics, Inc. (d/b/a Sema4). The investment is restricted from resale until the settlement date.
(k) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 1,080 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between SomaLogic, Inc., and CM Life Sciences II Inc., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both CM Life Sciences II Inc., and SomaLogic, Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to CM Life Sciences II Inc., and SomaLogic, Inc. The investment is restricted from resale until the settlement date.
(l) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 4,266 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between Cipher Mining Technologies, Inc., and Good Works Acquisition Corp., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Good Works Acquisition Corp., and Cipher Mining Technologies, Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Good Works Acquisition Corp., and Cipher Mining Technologies, Inc. The investment is restricted from resale until the settlement date.
(m) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 5,870 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between Ginkgo Bioworks, Inc., and Soaring Eagle Acquisition Corp., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Soaring Eagle Acquisition Corp., and Ginkgo Bioworks, Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Soaring Eagle Acquisition Corp., and Ginkgo Bioworks, Inc. The investment is restricted from resale until the settlement date.
(n) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
(o) Securities are available for collateral in connection with securities purchased on a forward commitment basis.
ADR American Depositary Receipt.
PIPE Private Investment in Public Equity.
REIT Real Estate Investment Trust.
SPAC Special Purpose Acquisition Company.
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Counterpoint Global Portfolio
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2021:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
BNP Paribas | | USD/CNH | | CNH | 7.99 | | | Sep-21 | | | 1,958,561 | | | | 1,959 | | | $ | — | @ | | $ | 12 | | | $ | (12 | ) | |
BNP Paribas | | USD/CNH | | CNH | 7.45 | | | Jan-22 | | | 2,935,915 | | | | 2,936 | | | | 1 | | | | 15 | | | | (14 | ) | |
BNP Paribas | | USD/CNH | | CNH | 7.64 | | | Nov-21 | | | 2,347,349 | | | | 2,347 | | | | — | @ | | | 13 | | | | (13 | ) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.57 | | | Mar-22 | | | 3,169,691 | | | | 3,170 | | | | 3 | | | | 16 | | | | (13 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 8.10 | | | Jul-21 | | | 2,322,002 | | | | 2,322 | | | | — | @ | | | 11 | | | | (11 | ) | |
| | | | | | | | | | | | $ | 4 | | | $ | 67 | | | $ | (63 | ) | |
@ Value is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 41.1 | % | |
Information Technology Services | | | 14.2 | | |
Internet & Direct Marketing Retail | | | 11.8 | | |
Software | | | 10.8 | | |
Entertainment | | | 8.2 | | |
Short-Term Investments | | | 7.5 | | |
Interactive Media & Services | | | 6.4 | | |
Total Investments | | | 100.0 | %** | |
* Industries and/or investment types representing less than 5% of total investments.
** Does not include open PIPE contracts with net unrealized depreciation of approximately $21,000.
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Counterpoint Global Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $17,260) | | $ | 27,441 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $2,213) | | | 2,213 | | |
Total Investments in Securities, at Value (Cost $19,473) | | | 29,654 | | |
Foreign Currency, at Value (Cost $25) | | | 25 | | |
Receivable for Investments Sold | | | 137 | | |
Receivable for Fund Shares Sold | | | 34 | | |
Due from Adviser | | | 21 | | |
Tax Reclaim Receivable | | | 3 | | |
Dividends Receivable | | | 2 | | |
Receivable from Affiliate | | | — | @ | |
Unrealized Appreciation on Derivative Contracts — PIPE | | | 13 | | |
Other Assets | | | 69 | | |
Total Assets | | | 29,958 | | |
Liabilities: | |
Payable for Investments Purchased | | | 209 | | |
Payable for Fund Shares Redeemed | | | 68 | | |
Payable for Custodian Fees | | | 40 | | |
Payable for Professional Fees | | | 30 | | |
Bank Overdraft | | | 2 | | |
Payable for Administration Fees | | | 2 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Organization Costs for Subsidiary | | | — | @ | |
Unrealized Depreciation on Derivative Contracts — PIPE | | | 34 | | |
Other Liabilities | | | 12 | | |
Total Liabilities | | | 397 | | |
Net Assets | | $ | 29,561 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 15,623 | | |
Total Distributable Earnings | | | 13,938 | | |
Net Assets | | $ | 29,561 | | |
CLASS I: | |
Net Assets | | $ | 27,685 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,259,285 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.98 | | |
CLASS A: | |
Net Assets | | $ | 1,810 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 83,039 | | |
Net Asset Value, Redemption Price Per Share | | $ | 21.80 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.21 | | |
Maximum Offering Price Per Share | | $ | 23.01 | | |
CLASS C: | |
Net Assets | | $ | 43 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,996 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.39 | | |
CLASS IS: | |
Net Assets | | $ | 23 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,028 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 22.01 | | |
@ 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, 2021 (unaudited)
Counterpoint Global Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $4 of Foreign Taxes Withheld) | | $ | 59 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 59 | | |
Expenses: | |
Advisory Fees (Note B) | | | 108 | | |
Professional Fees | | | 60 | | |
Custodian Fees (Note F) | | | 47 | | |
Registration Fees | | | 25 | | |
Administration Fees (Note C) | | | 11 | | |
Pricing Fees | | | 8 | | |
Sub Transfer Agency Fees — Class I | | | 6 | | |
Sub Transfer Agency Fees — Class A | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Shareholder Reporting Fees | | | 6 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 3 | | |
Shareholder Services Fees — Class A (Note D) | | | 2 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Organization Costs for Subsidiary | | | — | @ | |
Other Expenses | | | 9 | | |
Total Expenses | | | 290 | | |
Waiver of Advisory Fees (Note B) | | | (108 | ) | |
Expenses Reimbursed by Adviser (Note B) | | | (35 | ) | |
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 IS (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 143 | | |
Net Investment Loss | | | (84 | ) | |
Realized Gain: | |
Investments Sold | | | 3,044 | | |
Foreign Currency Translation | | | — | @ | |
Net Realized Gain | | | 3,044 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 913 | | |
Foreign Currency Translation | | | (— | @) | |
Derivative Contracts — PIPE | | | (21 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 892 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 3,936 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 3,852 | | |
@ Amount is less than $500.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Counterpoint Global Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (84 | ) | | $ | (132 | ) | |
Net Realized Gain | | | 3,044 | | | | 1,836 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 892 | | | | 8,072 | | |
Net Increase in Net Assets Resulting from Operations | | | 3,852 | | | | 9,776 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (654 | ) | |
Class A | | | — | | | | (18 | ) | |
Class C | | | — | | | | (1 | ) | |
Class IS | | | — | | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (674 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 2,974 | | | | 9,074 | | |
Distributions Reinvested | | | — | | | | 654 | | |
Redeemed | | | (2,694 | ) | | | (5,076 | ) | |
Class A: | |
Subscribed | | | 1,320 | | | | 654 | | |
Distributions Reinvested | | | — | | | | 18 | | |
Redeemed | | | (362 | ) | | | (109 | ) | |
Class C: | |
Subscribed | | | 15 | | | | 7 | | |
Distributions Reinvested | | | — | | | | 1 | | |
Redeemed | | | (4 | ) | | | — | | |
Class IS: | |
Distributions Reinvested | | | — | | | | 1 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 1,249 | | | | 5,224 | | |
Total Increase in Net Assets | | | 5,101 | | | | 14,326 | | |
Net Assets: | |
Beginning of Period | | | 24,460 | | | | 10,134 | | |
End of Period | | $ | 29,561 | | | $ | 24,460 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 143 | | | | 753 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 34 | | |
Shares Redeemed | | | (131 | ) | | | (432 | ) | |
Net Increase in Class I Shares Outstanding | | | 12 | | | | 355 | | |
Class A: | |
Shares Subscribed | | | 64 | | | | 41 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (18 | ) | | | (6 | ) | |
Net Increase in Class A Shares Outstanding | | | 46 | | | | 36 | | |
Class C: | |
Shares Subscribed | | | 1 | | | | — | @@ | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (— | @@) | | | — | | |
Net Increase in Class C Shares Outstanding | | | 1 | | | | — | @@ | |
Class IS: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
* Not consolidated.
@ Amount is less than $500.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Counterpoint Global Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 29, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 19.01 | | | $ | 11.32 | | | $ | 8.46 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.06 | ) | | | (0.11 | ) | | | (0.03 | ) | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.03 | | | | 8.34 | | | | 2.89 | | | | (1.41 | ) | |
Total from Investment Operations | | | 2.97 | | | | 8.23 | | | | 2.86 | | | | (1.44 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (0.54 | ) | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.07 | ) | |
Total Distributions | | | — | | | | (0.54 | ) | | | — | | | | (0.10 | ) | |
Net Asset Value, End of Period | | $ | 21.98 | | | $ | 19.01 | | | $ | 11.32 | | | $ | 8.46 | | |
Total Return(4) | | | 15.62 | %(7) | | | 72.70 | % | | | 33.81 | % | | | (14.36 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 27,685 | | | $ | 23,717 | | | $ | 10,097 | | | $ | 5,733 | | |
Ratio of Expenses Before Expense Limitation | | | 2.11 | %(8) | | | 3.29 | % | | | 5.22 | % | | | 6.83 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.05 | %(5)(8) | | | 1.04 | %(5) | | | 1.03 | %(5) | | | 1.03 | %(5)(8) | |
Ratio of Net Investment Loss | | | (0.61 | )%(5)(8) | | | (0.79 | )%(5) | | | (0.25 | )%(5) | | | (0.54 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 41 | %(7) | | | 116 | % | | | 67 | % | | | 54 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Counterpoint Global Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 29, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 18.89 | | | $ | 11.28 | | | $ | 8.47 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.09 | ) | | | (0.19 | ) | | | (0.06 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.00 | | | | 8.34 | | | | 2.87 | | | | (1.40 | ) | |
Total from Investment Operations | | | 2.91 | | | | 8.15 | | | | 2.81 | | | | (1.44 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (0.54 | ) | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.06 | ) | |
Total Distributions | | | — | | | | (0.54 | ) | | | — | | | | (0.09 | ) | |
Net Asset Value, End of Period | | $ | 21.80 | | | $ | 18.89 | | | $ | 11.28 | | | $ | 8.47 | | |
Total Return(4) | | | 15.40 | %(7) | | | 72.25 | % | | | 33.18 | % | | | (14.44 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,810 | | | $ | 696 | | | $ | 15 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 2.54 | %(8) | | | 4.61 | % | | | 23.73 | % | | | 26.82 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.40 | %(5)(8) | | | 1.39 | %(5) | | | 1.39 | %(5) | | | 1.39 | %(5)(8) | |
Ratio of Net Investment Loss | | | (0.92 | )%(5)(8) | | | (1.16 | )%(5) | | | (0.62 | )%(5) | | | (0.91 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 41 | %(7) | | | 116 | % | | | 67 | % | | | 54 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Counterpoint Global Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 29, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 18.60 | | | $ | 11.20 | | | $ | 8.47 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.17 | ) | | | (0.27 | ) | | | (0.14 | ) | | | (0.08 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.96 | | | | 8.21 | | | | 2.87 | | | | (1.40 | ) | |
Total from Investment Operations | | | 2.79 | | | | 7.94 | | | | 2.73 | | | | (1.48 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.02 | ) | |
Net Realized Gain | | | — | | | | (0.54 | ) | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.03 | ) | |
Total Distributions | | | — | | | | (0.54 | ) | | | — | | | | (0.05 | ) | |
Net Asset Value, End of Period | | $ | 21.39 | | | $ | 18.60 | | | $ | 11.20 | | | $ | 8.47 | | |
Total Return(4) | | | 15.00 | %(7) | | | 70.89 | % | | | 32.23 | % | | | (14.80 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 43 | | | $ | 27 | | | $ | 11 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 8.90 | %(8) | | | 18.57 | % | | | 24.53 | % | | | 27.44 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 2.15 | %(5)(8) | | | 2.14 | %(5) | | | 2.14 | %(5) | | | 2.14 | %(5)(8) | |
Ratio of Net Investment Loss | | | (1.68 | )%(5)(8) | | | (1.90 | )%(5) | | | (1.37 | )%(5) | | | (1.66 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 41 | %(7) | | | 116 | % | | | 67 | % | | | 54 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Counterpoint Global Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 29, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 19.03 | | | $ | 11.32 | | | $ | 8.46 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.03 | ) | | | (0.10 | ) | | | (0.02 | ) | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.01 | | | | 8.35 | | | | 2.88 | | | | (1.41 | ) | |
Total from Investment Operations | | | 2.98 | | | | 8.25 | | | | 2.86 | | | | (1.43 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.03 | ) | |
Net Realized Gain | | | — | | | | (0.54 | ) | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | (0.08 | ) | |
Total Distributions | | | — | | | | (0.54 | ) | | | — | | | | (0.11 | ) | |
Net Asset Value, End of Period | | $ | 22.01 | | | $ | 19.03 | | | $ | 11.32 | | | $ | 8.46 | | |
Total Return(4) | | | 15.66 | %(7) | | | 72.88 | % | | | 33.81 | % | | | (14.34 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 23 | | | $ | 20 | | | $ | 11 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 10.40 | %(8) | | | 19.31 | % | | | 23.44 | % | | | 26.39 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(5)(8) | | | 0.99 | %(5) | | | 0.99 | %(5) | | | 0.99 | %(5)(8) | |
Ratio of Net Investment Loss | | | (0.57 | )%(5)(8) | | | (0.74 | )%(5) | | | (0.22 | )%(5) | | | (0.51 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 41 | %(7) | | | 116 | % | | | 67 | % | | | 54 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Counterpoint Global Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class IS.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Counterpoint Global Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation. As of June 30, 2021, the Subsidiary represented approximately $118,000 or approximately 0.40% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected
by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE;
(7) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (8) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various 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
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
• 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, 2021:
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 | | $ | 297 | | | $ | — | | | $ | — | | | $ | 297 | | |
Air Freight & Logistics | | | 410 | | | | — | | | | — | | | | 410 | | |
Banks | | | 520 | | | | — | | | | — | | | | 520 | | |
Beverages | | | 226 | | | | — | | | | — | | | | 226 | | |
Biotechnology | | | 449 | | | | — | | | | — | | | | 449 | | |
Capital Markets | | | 188 | | | | — | | | | — | | | | 188 | | |
Chemicals | | | 144 | | | | — | | | | — | | | | 144 | | |
Commercial Services & Supplies | | | 139 | | | | — | | | | — | | | | 139 | | |
Construction Materials | | | 18 | | | | — | | | | — | | | | 18 | | |
Consumer Finance | | | 93 | | | | — | | | | — | | | | 93 | | |
Containers & Packaging | | | 8 | | | | — | | | | — | | | | 8 | | |
Diversified Consumer Services | | | 117 | | | | — | | | | — | | | | 117 | | |
Diversified Financial Services | | | 108 | | | | — | | | | — | | | | 108 | | |
Diversified Holding Companies | | | 303 | | | | — | | | | — | | | | 303 | | |
Diversified Telecommunication Services | | | 88 | | | | — | | | | — | | | | 88 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Electronic Equipment, Instruments & Components | | $ | 151 | | | $ | — | | | $ | — | | | $ | 151 | | |
Entertainment | | | 2,304 | | | | — | | | | — | | | | 2,304 | | |
Equity Real Estate Investment Trusts (REITs) | | | 7 | | | | — | | | | — | | | | 7 | | |
Food & Staples Retailing | | | 191 | | | | — | | | | — | | | | 191 | | |
Food Products | | | 245 | | | | — | | | | — | | | | 245 | | |
Health Care Equipment & Supplies | | | 573 | | | | — | | | | — | | | | 573 | | |
Health Care Providers & Services | | | 889 | | | | 23 | | | | — | | | | 912 | | |
Health Care Technology | | | 633 | | | | — | | | | — | | | | 633 | | |
Hotels, Restaurants & Leisure | | | 250 | | | | — | | | | — | | | | 250 | | |
Household Durables | | | 598 | | | | — | | | | — | | | | 598 | | |
Household Products | | | 66 | | | | — | | | | — | | | | 66 | | |
Industrial Conglomerates | | | 29 | | | | — | | | | — | | | | 29 | | |
Information Technology Services | | | 4,207 | | | | — | | | | — | | | | 4,207 | | |
Insurance | | | 136 | | | | — | | | | — | | | | 136 | | |
Interactive Media & Services | | | 1,908 | | | | — | | | | — | | | | 1,908 | | |
Internet & Direct Marketing Retail | | | 3,501 | | | | — | | | | — | | | | 3,501 | | |
Leisure Products | | | 38 | | | | — | | | | — | | | | 38 | | |
Life Sciences Tools & Services | | | 415 | | | | — | | | | — | | | | 415 | | |
Machinery | | | 35 | | | | — | | | | — | | | | 35 | | |
Marine | | | 65 | | | | — | | | | — | | | | 65 | | |
Media | | | 243 | | | | — | | | | — | | | | 243 | | |
Metals & Mining | | | 74 | | | | — | | | | — | | | | 74 | | |
Multi-Line Retail | | | 11 | | | | — | | | | — | | | | 11 | | |
Multi-Utilities | | | 83 | | | | — | | | | — | | | | 83 | | |
Oil, Gas & Consumable Fuels | | | 53 | | | | — | | | | — | | | | 53 | | |
Other | | | 204 | | | | — | | | | — | | | | 204 | | |
Personal Products | | | 30 | | | | — | | | | — | | | | 30 | | |
Pharmaceuticals | | | 536 | | | | — | | | | — | | | | 536 | | |
Professional Services | | | 59 | | | | — | | | | — | | | | 59 | | |
Real Estate Management & Development | | | 386 | | | | — | | | | — | | | | 386 | | |
Road & Rail | | | 309 | | | | — | | | | — | | | | 309 | | |
Semiconductors & Semiconductor Equipment | | | 524 | | | | — | | | | — | | | | 524 | | |
Software | | | 3,123 | | | | 72 | | | | — | | | | 3,195 | | |
Specialty Retail | | | 989 | | | | — | | | | — | | | | 989 | | |
Textiles, Apparel & Luxury Goods | | | 1,087 | | | | — | | | | — | | | | 1,087 | | |
Trading Companies & Distributors | | | 17 | | | | — | | | | — | | | | 17 | | |
Transportation Infrastructure | | | 41 | | | | — | | | | — | | | | 41 | | |
Total Common Stocks | | | 27,118 | | | | 95 | | | | — | | | | 27,213 | | |
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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) | |
Preferred Stocks | |
Internet & Direct Marketing Retail | | $ | 15 | | | $ | — | | | $ | — | | | $ | 15 | | |
Investment Companies | | | 208 | | | | — | | | | — | | | | 208 | | |
Warrant | | | 1 | | | | — | | | | — | | | | 1 | | |
Call Options Purchased | | | — | | | | 4 | | | | — | | | | 4 | | |
Short-Term Investment | |
Investment Company | | | 2,213 | | | | — | | | | — | | | | 2,213 | | |
Derivative Contracts — PIPE | | | — | | | | — | | | | 13 | | | | 13 | | |
Total Assets | | $ | 29,555 | | | $ | 99 | | | $ | 13 | | | $ | 29,667 | | |
Liabilities: | |
Derivative Contracts — PIPE | | | — | | | | — | | | | (34 | ) | | | (34 | ) | |
Total | | $ | 29,555 | | | $ | 99 | | | $ | (21 | ) | | $ | 29,633 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Derivative Contracts — PIPE (000) | |
Beginning Balance | | $ | — | | |
Purchases | | | — | | |
Sales | | | — | | |
PIPE transactions | | | (21 | ) | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | — | | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | (21 | ) | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2021 | | $ | (21 | ) | |
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, 2021:
| | Fair Value at June 30, 2021 (000) | | Valuation Technique | | Unobservable Input | | Range/ Weighted Average* | | Impact to Valuation from an Increase in Input** | |
PIPE | | $ | (21 | ) | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | 10.0%–25.5%/12.9% | | Decrease | |
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising
from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying
asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2021, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Consolidated Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following tables set forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2021:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | | $4(a) | | |
PIPE | | Unrealized Appreciation on Derivative Contracts — PIPE | | Equity Risk | | | 13 | | |
Total | | | | | | $ | 17 | | |
| | Liability Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Depreciation on Derivative Contracts — PIPE | | Equity Risk | | $ | (34 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2021 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (15 | )(b) | |
(b) Amounts are included in Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (22 | )(c) | |
Equity Risk | | Derivative Contracts — PIPE | | | (21 | ) | |
Total | | | | | | $ | (43 | ) | |
(c) Amounts are included in Investments in the Consolidated Statement of Operations.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
At June 30, 2021, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets (000) | | Liabilities (000) | |
Purchased Options | | $ | 4 | (a)(d) | | $ | — | | |
Derivative Contracts — PIPE | | | 13 | (e) | | | (34 | )(e) | |
Total | | $ | 17 | | | $ | (34 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
(e) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of
collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table present derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2021:
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) | |
BNP Paribas | | $ | 1 | | | $ | — | | | $ | — | | | $ | 1 | | |
Goldman Sachs International | | | 3 | | | | — | | | | — | | | | 3 | | |
JP Morgan Chase Bank NA | | | — | @ | | | — | | | | — | | | | — | @ | |
Total | | $ | 4 | | | $ | — | | | $ | — | | | $ | 4 | | |
@ Value is less than $500.
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 12,744,000 | | |
Derivative Contracts — PIPE: | |
Average monthly notional amount | | $ | 339,000 | | |
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.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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. Interest income is recognized on the accrual basis except where collection is in doubt. 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, 2021, 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 IS 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, 2021, approximately $108,000 of advisory fees were waived and approximately $39,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
Effective March 5, 2021, the Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated 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 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 shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $11,782,000 and $10,389,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,944 | | | $ | 5,920 | | | $ | 5,651 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 2,213 | | |
@ 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, 2021, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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. Each of the tax years in the three-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 442 | | | $ | 232 | | | $ | — | | | $ | — | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, due to a nondeductible expense, resulted in the following reclassifications among the components of net assets at December 31, 2020:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | — | @ | | $ | (— | @) | |
@ Amount is less than $500.
At December 31, 2020, 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) | |
$ | 1,142 | | | $ | 306 | | |
During the year ended December 31, 2020, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $88,000.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 34.7%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash.
To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 the period since the end of June 2018, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. 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 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, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGCPTSAN
3693645 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Developing Opportunity Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 7 | | |
Consolidated Statements of Changes in Net Assets | | | 8 | | |
Consolidated Financial Highlights | | | 9 | | |
Notes to Consolidated Financial Statements | | | 13 | | |
Investment Advisory Agreement Approval | | | 22 | | |
Liquidity Risk Management Program | | | 24 | | |
U.S. Customer Privacy Notice | | | 25 | | |
Director and Officer Information | | | 28 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 999.30 | | | $ | 1,019.09 | | | $ | 5.70 | | | $ | 5.76 | | | | 1.15 | % | |
Developing Opportunity Portfolio Class A | | | 1,000.00 | | | | 997.90 | | | | 1,017.90 | | | | 6.89 | | | | 6.95 | | | | 1.39 | | |
Developing Opportunity Portfolio Class C | | | 1,000.00 | | | | 994.40 | | | | 1,014.18 | | | | 10.58 | | | | 10.69 | | | | 2.14 | | |
Developing Opportunity Portfolio Class IS | | | 1,000.00 | | | | 999.30 | | | | 1,019.44 | | | | 5.35 | | | | 5.41 | | | | 1.08 | | |
* 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, 2021 (unaudited)
Consolidated Portfolio of Investments
Developing Opportunity Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.9%) | |
Argentina (1.6%) | |
Globant SA (a) | | | 24,724 | | | $ | 5,419 | | |
Brazil (5.3%) | |
B3 SA — Brasil Bolsa Balcao | | | 1,396,260 | | | | 4,721 | | |
Magazine Luiza SA | | | 2,997,179 | | | | 12,745 | | |
| | | 17,466 | | |
China (48.0%) | |
360 DigiTech, Inc. (a) | | | 218,060 | | | | 9,124 | | |
Alibaba Group Holding Ltd. ADR (a) | | | 50,935 | | | | 11,551 | | |
China East Education Holdings Ltd. (a)(b) | | | 1,355,000 | | | | 2,129 | | |
China Resources Beer Holdings Co., Ltd. (b) | | | 762,000 | | | | 6,845 | | |
DIDI Global, Inc. ADR (a) | | | 524,346 | | | | 7,909 | | |
Foshan Haitian Flavouring & Food Co., Ltd., Class A | | | 765,982 | | | | 15,287 | | |
Haidilao International Holding Ltd. (b) | | | 661,000 | | | | 3,482 | | |
HUYA, Inc. ADR (a) | | | 548,754 | | | | 9,686 | | |
Kuaishou Technology (a)(b) | | | 209,500 | | | | 5,256 | | |
Kweichow Moutai Co., Ltd., Class A | | | 34,789 | | | | 11,073 | | |
Meituan, Class B (a)(b) | | | 646,700 | | | | 26,687 | | |
New Frontier Health Corp. SPAC (a) | | | 7,725 | | | | 86 | | |
Shenzhou International Group Holdings Ltd. (b) | | | 407,000 | | | | 10,279 | | |
TAL Education Group ADR (a) | | | 283,457 | | | | 7,152 | | |
Tencent Holdings Ltd. (b) | | | 148,100 | | | | 11,140 | | |
Trip.com Group Ltd. ADR (a) | | | 402,438 | | | | 14,270 | | |
Tsingtao Brewery Co., Ltd. H Shares (b) | | | 518,000 | | | | 5,577 | | |
Yihai International Holding Ltd. (a)(b) | | | 262,000 | | | | 1,760 | | |
| | | 159,293 | | |
India (18.3%) | |
HDFC Bank Ltd. | | | 1,228,807 | | | | 24,763 | | |
ICICI Bank Ltd. ADR (a) | | | 928,335 | | | | 15,875 | | |
IndusInd Bank Ltd. (a) | | | 679,894 | | | | 9,297 | | |
Kotak Mahindra Bank Ltd. (a) | | | 312,704 | | | | 7,176 | | |
Shree Cement Ltd. (a) | | | 9,257 | | | | 3,425 | | |
| | | 60,536 | | |
| | Shares | | Value (000) | |
Korea, Republic of (5.7%) | |
NAVER Corp. | | | 51,236 | | | $ | 18,995 | | |
Mexico (0.8%) | |
Grupo Aeroportuario del Sureste SAB de CV, Class B (a) | | | 136,760 | | | | 2,518 | | |
Russia (1.2%) | |
Yandex N.V., Class A (a) | | | 56,084 | | | | 3,968 | | |
Taiwan (7.4%) | |
Nien Made Enterprise Co., Ltd. | | | 175,000 | | | | 2,597 | | |
Silergy Corp. | | | 57,000 | | | | 7,753 | | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 661,000 | | | | 14,116 | | |
| | | 24,466 | | |
United States (10.6%) | |
Coupang, Inc. (a) | | | 115,087 | | | | 4,813 | | |
EPAM Systems, Inc. (a) | | | 27,025 | | | | 13,809 | | |
MercadoLibre, Inc. (a) | | | 10,607 | | | | 16,523 | | |
| | | 35,145 | | |
Total Common Stocks (Cost $294,261) | | | 327,806 | | |
Investment Company (0.3%) | |
United States (0.3%) | |
Grayscale Bitcoin Trust (a) (Cost $1,951) | | | 38,622 | | | | 1,151 | | |
Short-Term Investment (3.4%) | |
Investment Company (3.4%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $11,380) | | | 11,379,555 | | | | 11,380 | | |
Total Investments (102.6%) (Cost $307,592) (c)(h) | | | 340,337 | | |
Liabilities in Excess of Other Assets (–2.6%) | | | (8,535 | ) | |
Net Assets (100.0%) | | $ | 331,802 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
The Fund had the following Derivative Contract — PIPE open at June 30, 2021:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Appreciation (000) | | % of Net Assets | |
Altimeter Growth Corp. | | Grab Holdings Inc. (a)(d)(e)(f)(g) | | $ | 2,601,490 | | | 12/31/21 | | $ | 138 | | | | 0.04 | % | |
(a) Non-income producing security.
(b) Security trades on the Hong Kong exchange.
(c) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $54,742,000 and the aggregate gross unrealized depreciation is approximately $21,859,000, resulting in net unrealized appreciation of approximately $32,883,000.
(d) Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted derivative contract (excluding 144A holdings) at June 30, 2021 amounts to approximately $138,000 and represents less than 0.05% of net assets.
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Developing Opportunity Portfolio
(e) At June 30, 2021, the Fund held a fair valued derivative contract valued at approximately $138,000 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.
(f) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 260,149 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between Grab Holdings Inc., and Altimeter Growth Corp., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Altimeter Growth Corp., and Grab Holdings Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Altimeter Growth Corp., and Grab Holdings Inc. The investment is restricted from resale until the settlement date.
(g) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
(h) Securities are available for collateral in connection with securities purchased on a forward commitment basis.
ADR American Depositary Receipt.
PIPE Private Investment in Public Equity.
SPAC Special Purpose Acquisition Company.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 26.0 | % | |
Internet & Direct Marketing Retail | | | 21.7 | | |
Banks | | | 16.8 | | |
Interactive Media & Services | | | 11.6 | | |
Beverages | | | 6.9 | | |
Semiconductors & Semiconductor Equipment | | | 6.4 | | |
Information Technology Services | | | 5.6 | | |
Food Products | | | 5.0 | | |
Total Investments | | | 100.0 | %** | |
* Industries and/or investment types representing less than 5% of total investments.
** Does not include an open PIPE contract with total unrealized appreciation of approximately $138,000.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Developing Opportunity Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $296,212) | | $ | 328,957 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $11,380) | | | 11,380 | | |
Total Investments in Securities, at Value (Cost $307,592) | | | 340,337 | | |
Foreign Currency, at Value (Cost $303) | | | 313 | | |
Receivable for Fund Shares Sold | | | 539 | | |
Dividends Receivable | | | 193 | | |
Receivable from Affiliate | | | — | @ | |
Unrealized Appreciation on Derivative Contract — PIPE | | | 138 | | |
Other Assets | | | 121 | | |
Total Assets | | | 341,641 | | |
Liabilities: | |
Payable for Investments Purchased | | | 7,909 | | |
Deferred Capital Gain Country Tax | | | 825 | | |
Payable for Advisory Fees | | | 729 | | |
Payable for Fund Shares Redeemed | | | 274 | | |
Payable for Professional Fees | | | 29 | | |
Payable for Custodian Fees | | | 24 | | |
Payable for Administration Fees | | | 22 | | |
Payable for Shareholder Services Fees — Class A | | | 4 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 8 | | |
Payable for Organization Costs for Subsidiary | | | 6 | | |
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 IS | | | — | @ | |
Other Liabilities | | | 9 | | |
Total Liabilities | | | 9,839 | | |
Net Assets | | $ | 331,802 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 299,296 | | |
Total Distributable Earnings | | | 32,506 | | |
Net Assets | | $ | 331,802 | | |
CLASS I: | |
Net Assets | | $ | 300,020 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 20,702,429 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.49 | | |
CLASS A: | |
Net Assets | | $ | 21,683 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,501,599 | | |
Net Asset Value, Redemption Price Per Share | | $ | 14.44 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.80 | | |
Maximum Offering Price Per Share | | $ | 15.24 | | |
CLASS C: | |
Net Assets | | $ | 10,084 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 706,220 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.28 | | |
CLASS IS: | |
Net Assets | | $ | 15 | | |
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 | | $ | 14.50 | | |
@ 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, 2021 (unaudited)
Developing Opportunity Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $77 of Foreign Taxes Withheld) | | $ | 721 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 1 | | |
Total Investment Income | | | 722 | | |
Expenses: | |
Advisory Fees (Note B) | | | 1,422 | | |
Administration Fees (Note C) | | | 126 | | |
Sub Transfer Agency Fees — Class I | | | 86 | | |
Sub Transfer Agency Fees — Class A | | | 4 | | |
Sub Transfer Agency Fees — Class C | | | 2 | | |
Shareholder Services Fees — Class A (Note D) | | | 23 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 47 | | |
Professional Fees | | | 49 | | |
Registration Fees | | | 49 | | |
Custodian Fees (Note F) | | | 37 | | |
Organization Costs for Subsidiary | | | 17 | | |
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 IS (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 9 | | |
Total Expenses | | | 1,885 | | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (6 | ) | |
Reimbursement of Class Specific Expenses — Class IS (Note B) | | | (1 | ) | |
Net Expenses | | | 1,878 | | |
Net Investment Loss | | | (1,156 | ) | |
Realized Gain (Loss): | |
Investments Sold (Net of $169 of Capital Gain Country Tax) | | | 3,233 | | |
Foreign Currency Translation | | | (134 | ) | |
Net Realized Gain | | | 3,099 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $287) | | | (8,037 | ) | |
Foreign Currency Translation | | | 9 | | |
Derivative Contracts — PIPE | | | 138 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (7,890 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (4,791 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (5,947 | ) | |
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Developing Opportunity Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Period from February 14, 2020^ to December 31, 2020* (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (1,156 | ) | | $ | (675 | ) | |
Net Realized Gain (Loss) | | | 3,099 | | | | (945 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (7,890 | ) | | | 39,957 | | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | (5,947 | ) | | | 38,337 | | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 106,181 | | | | 203,978 | | |
Redeemed | | | (36,176 | ) | | | (4,898 | ) | |
Class A: | |
Subscribed | | | 14,409 | | | | 11,456 | | |
Redeemed | | | (3,894 | ) | | | (1,392 | ) | |
Class C: | |
Subscribed | | | 6,558 | | | | 5,215 | | |
Redeemed | | | (1,891 | ) | | | (173 | ) | |
Class IS: | |
Subscribed | | | — | | | | 10 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 85,187 | | | | 214,196 | | |
Redemption Fees | | | 10 | | | | 19 | | |
Total Increase in Net Assets | | | 79,250 | | | | 252,552 | | |
Net Assets: | |
Beginning of Period | | | 252,552 | | | | — | | |
End of Period | | $ | 331,802 | | | $ | 252,552 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 6,987 | | | | 16,607 | | |
Shares Redeemed | | | (2,486 | ) | | | (406 | ) | |
Net Increase in Class I Shares Outstanding | | | 4,501 | | | | 16,201 | | |
Class A: | |
Shares Subscribed | | | 960 | | | | 922 | | |
Shares Redeemed | | | (269 | ) | | | (112 | ) | |
Net Increase in Class A Shares Outstanding | | | 691 | | | | 810 | | |
Class C: | |
Shares Subscribed | | | 426 | | | | 426 | | |
Shares Redeemed | | | (130 | ) | | | (16 | ) | |
Net Increase in Class C Shares Outstanding | | | 296 | | | | 410 | | |
Class IS: | |
Shares Subscribed | | | — | | | | 1 | | |
^ Commencement of Operations.
* Not consolidated.
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Developing Opportunity Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Period from February 14, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 14.50 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.05 | ) | | | (0.10 | ) | |
Net Realized and Unrealized Gain | | | 0.04 | | | | 4.60 | | |
Total from Investment Operations | | | (0.01 | ) | | | 4.50 | | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 14.49 | | | $ | 14.50 | | |
Total Return(5) | | | (0.07 | )%(8) | | | 45.00 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 300,020 | | | $ | 234,923 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | 1.41 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 1.15 | %(6)(9) | | | 1.14 | %(6)(9) | |
Ratio of Net Investment Loss | | | (0.70 | )%(6)(9) | | | (0.87 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | %(9) | |
Portfolio Turnover Rate | | | 24 | %(8) | | | 18 | %(8) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Developing Opportunity Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Period from February 14, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 14.47 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.07 | ) | | | (0.13 | ) | |
Net Realized and Unrealized Gain | | | 0.04 | | | | 4.60 | | |
Total from Investment Operations | | | (0.03 | ) | | | 4.47 | | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 14.44 | | | $ | 14.47 | | |
Total Return(5) | | | (0.21 | )%(8) | | | 44.70 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 21,683 | | | $ | 11,721 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | 1.72 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 1.39 | %(6)(9) | | | 1.44 | %(6)(9) | |
Ratio of Net Investment Loss | | | (0.90 | )%(6)(9) | | | (1.17 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | %(9) | |
Portfolio Turnover Rate | | | 24 | %(8) | | | 18 | %(8) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Developing Opportunity Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Period from February 14, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 14.36 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.12 | ) | | | (0.22 | ) | |
Net Realized and Unrealized Gain | | | 0.04 | | | | 4.58 | | |
Total from Investment Operations | | | (0.08 | ) | | | 4.36 | | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 14.28 | | | $ | 14.36 | | |
Total Return(5) | | | (0.56 | )%(8) | | | 43.60 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 10,084 | | | $ | 5,893 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | 2.53 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 2.14 | %(6)(9) | | | 2.24 | %(6)(9) | |
Ratio of Net Investment Loss | | | (1.68 | )%(6)(9) | | | (1.97 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | %(9) | |
Portfolio Turnover Rate | | | 24 | %(8) | | | 18 | %(8) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Developing Opportunity Portfolio
| | Class IS | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Period from February 14, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 14.51 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.05 | ) | | | (0.07 | ) | |
Net Realized and Unrealized Gain | | | 0.04 | | | | 4.58 | | |
Total from Investment Operations | | | (0.01 | ) | | | 4.51 | | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 14.50 | | | $ | 14.51 | | |
Total Return(5) | | | (0.07 | )%(8) | | | 45.10 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 15 | | | $ | 15 | | |
Ratio of Expenses Before Expense Limitation | | | 13.06 | %(9) | | | 17.67 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 1.08 | %(6)(9) | | | 1.09 | %(6)(9) | |
Ratio of Net Investment Loss | | | (0.64 | )%(6)(9) | | | (0.67 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | %(9) | |
Portfolio Turnover Rate | | | 24 | %(8) | | | 18 | %(8) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Developing Opportunity Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class IS.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Developing Opportunity Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation. As of June 30, 2021, the Subsidiary represented approximately $1,435,000 or approximately 0.43% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income
received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (6) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in
determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2021:
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 | | $ | 57,111 | | | $ | — | | | $ | — | | | $ | 57,111 | | |
Beverages | | | 23,495 | | | | — | | | | — | | | | 23,495 | | |
Capital Markets | | | 4,721 | | | | — | | | | — | | | | 4,721 | | |
Construction Materials | | | 3,425 | | | | — | | | | — | | | | 3,425 | | |
Consumer Finance | | | 9,124 | | | | — | | | | — | | | | 9,124 | | |
Diversified Consumer Services | | | 9,281 | | | | — | | | | — | | | | 9,281 | | |
Entertainment | | | 9,686 | | | | — | | | | — | | | | 9,686 | | |
Food Products | | | 17,047 | | | | — | | | | — | | | | 17,047 | | |
Health Care Providers & Services | | | 86 | | | | — | | | | — | | | | 86 | | |
Hotels, Restaurants & Leisure | | | 3,482 | | | | — | | | | — | | | | 3,482 | | |
Household Durables | | | 2,597 | | | | — | | | | — | | | | 2,597 | | |
Information Technology Services | | | 19,228 | | | | — | | | | — | | | | 19,228 | | |
Interactive Media & Services | | | 39,359 | | | | — | | | | — | | | | 39,359 | | |
Internet & Direct Marketing Retail | | | 73,844 | | | | — | | | | — | | | | 73,844 | | |
Multi-Line Retail | | | 12,745 | | | | — | | | | — | | | | 12,745 | | |
Road & Rail | | | 7,909 | | | | — | | | | — | | | | 7,909 | | |
Semiconductors & Semiconductor Equipment | | | 21,869 | | | | — | | | | — | | | | 21,869 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Textiles, Apparel & Luxury Goods | | $ | 10,279 | | | $ | — | | | $ | — | | | $ | 10,279 | | |
Transportation Infrastructure | | | 2,518 | | | | — | | | | — | | | | 2,518 | | |
Total Common Stocks | | | 327,806 | | | | — | | | | — | | | | 327,806 | | |
Investment Company | | | 1,151 | | | | — | | | | — | | | | 1,151 | | |
Short-Term Investment | |
Investment Company | | | 11,380 | | | | — | | | | — | | | | 11,380 | | |
Derivative Contract — PIPE | | | — | | | | — | | | | 138 | | | | 138 | | |
Total Assets | | $ | 340,337 | | | $ | — | | | $ | 138 | | | $ | 340,475 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Derivative Contract — PIPE (000) | |
Beginning Balance | | $ | — | | |
Purchases | | | — | | |
Sales | | | — | | |
PIPE transaction | | | 138 | | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | — | | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | 138 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2021 | | $ | 138 | | |
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, 2021:
| | Fair Value at June 30, 2021 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
PIPE | | $ | 138 | | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | | 10.0% | | | Decrease | |
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange
rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2021, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Consolidated Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2021:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Appreciation on Derivative Contract — PIPE | | Equity Risk | | $ | 138 | | |
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, 2021 in accordance with ASC 815:
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Equity Risk | | Derivative Contract — PIPE | | $ | 138 | | |
At June 30, 2021, 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(a) (000) | | Liabilities(a) (000) | |
Derivative Contract — PIPE | | $ | 138 | | | $ | — | | |
(a) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Derivative Contract — PIPE: | |
Average monthly notional amount | | $ | 2,601,000 | | |
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.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Restricted securities are identified in the Consolidated Portfolio of Investments.
6. Redemption Fees: The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class C shares and Class IS 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: 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.
9. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
| 0.90 | % | | | 0.85 | % | |
For the six months ended June 30, 2021, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.90% 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 IS 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, 2021, approximately $1,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
Effective March 5, 2021, the Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other
than long-term U.S. Government securities and short-term investments were approximately $180,914,000 and $70,376,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Liquidity Funds. For the six months ended June 30, 2021, advisory fees paid were reduced by approximately $6,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 25,691 | | | $ | 71,659 | | | $ | 85,970 | | | $ | 1 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 11,380 | | |
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, 2021, 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the 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. The tax year ended December 31, 2020 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 2020.
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2020:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 116 | | | $ | (116 | ) | |
At December 31, 2020, the Fund had no distributable earnings on a tax basis.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 73.5%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may
not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 period since the middle of February 2020, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the contractual management fee was higher than but close to the Fund's 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.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIDOSAN
3692032 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Emerging Markets Fixed Income Opportunities Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 10 | | |
Statement of Operations | | | 12 | | |
Statements of Changes in Net Assets | | | 13 | | |
Financial Highlights | | | 15 | | |
Notes to Financial Statements | | | 20 | | |
Investment Advisory Agreement Approval | | | 29 | | |
Liquidity Risk Management Program | | | 31 | | |
U.S. Customer Privacy Notice | | | 32 | | |
Director and Officer Information | | | 35 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Emerging Markets Fixed Income Opportunities 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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Expense Example
Emerging Markets Fixed Income Opportunities 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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Emerging Markets Fixed Income Opportunities Portfolio Class I | | $ | 1,000.00 | | | $ | 989.40 | | | $ | 1,020.58 | | | $ | 4.19 | | | $ | 4.26 | | | | 0.85 | % | |
Emerging Markets Fixed Income Opportunities Portfolio Class A | | | 1,000.00 | | | | 987.40 | | | | 1,018.84 | | | | 5.91 | | | | 6.01 | | | | 1.20 | | |
Emerging Markets Fixed Income Opportunities Portfolio Class L | | | 1,000.00 | | | | 985.70 | | | | 1,017.60 | | | | 7.14 | | | | 7.25 | | | | 1.45 | | |
Emerging Markets Fixed Income Opportunities Portfolio Class C | | | 1,000.00 | | | | 982.20 | | | | 1,015.12 | | | | 9.58 | | | | 9.74 | | | | 1.95 | | |
Emerging Markets Fixed Income Opportunities Portfolio Class IS | | | 1,000.00 | | | | 988.40 | | | | 1,020.73 | | | | 4.04 | | | | 4.11 | | | | 0.82 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments
Emerging Markets Fixed Income Opportunities Portfolio
| | Face Amount (000) | | Value (000) | |
Fixed Income Securities (90.5%) | |
Argentina (0.8%) | |
Corporate Bonds (0.5%) | |
Pampa Energia SA, 9.13%, 4/15/29 (a) | | $ | 150 | | | $ | 138 | | |
Telecom Argentina SA, | |
8.00%, 7/18/26 (a) | | | 50 | | | | 47 | | |
| | | 185 | | |
Sovereign (0.3%) | |
Argentine Republic Government International Bond, | |
0.13%, 7/9/30 - 7/9/35 (b) | | | 359 | | | | 120 | | |
1.00%, 7/9/29 | | | 24 | | | | 9 | | |
| | | 129 | | |
| | | 314 | | |
Armenia (1.2%) | |
Corporate Bond (0.7%) | |
Ardshinbank CJSC Via Dilijan Finance BV, | |
6.50%, 1/28/25 (a) | | | 270 | | | | 270 | | |
Sovereign (0.5%) | |
Republic of Armenia International Bond, | |
3.95%, 9/26/29 | | | 200 | | | | 198 | | |
| | | 468 | | |
Brazil (5.6%) | |
Corporate Bonds (2.1%) | |
Iochpe-Maxion Austria GmbH/Maxion Wheels de Mexico S de RL de CV, | |
5.00%, 5/7/28 (a) | | | 200 | | | | 204 | | |
MARB BondCo PLC, | |
3.95%, 1/29/31 (a) | | | 200 | | | | 193 | | |
MercadoLibre, Inc., | |
3.13%, 1/14/31 | | | 200 | | | | 197 | | |
Movida Europe SA, | |
5.25%, 2/8/31 (a) | | | 200 | | | | 202 | | |
Suzano Austria GmbH, | |
3.75%, 1/15/31 | | | 40 | | | | 42 | | |
| | | 838 | | |
Sovereign (3.5%) | |
Brazil Notas do Tesouro Nacional, Series F, | |
10.00%, 1/1/23 - 1/1/25 | | BRL | 5,538 | | | | 1,172 | | |
Brazilian Government International Bond, | |
3.88%, 6/12/30 | | $ | 200 | | | | 202 | | |
| | | 1,374 | | |
| | | 2,212 | | |
| | Face Amount (000) | | Value (000) | |
Chile (3.0%) | |
Corporate Bonds (2.1%) | |
ATP Tower Holdings LLC/Andean Tower Partners Colombia SAS/Andean Telecom Par, | |
4.05%, 4/27/26 (a) | | $ | 200 | | | $ | 206 | | |
Cencosud SA, | |
4.38%, 7/17/27 | | | 200 | | | | 219 | | |
Colbun SA, | |
3.15%, 3/6/30 (a) | | | 200 | | | | 204 | | |
Kenbourne Invest SA, | |
4.70%, 1/22/28 (a) | | | 200 | | | | 202 | | |
| | | 831 | | |
Sovereign (0.9%) | |
Bonos de la Tesoreria de la Republica en pesos, | |
4.50%, 3/1/26 | | CLP | 90,000 | | | | 128 | | |
Chile Government International Bond, | |
3.50%, 1/25/50 | | $ | 200 | | | | 210 | | |
| | | 338 | | |
| | | 1,169 | | |
China (5.4%) | |
Corporate Bonds (1.5%) | |
Country Garden Holdings Co., Ltd., | |
7.25%, 4/8/26 | | | 260 | | | | 289 | | |
Huarong Finance Co. Ltd., | |
3.88%, 11/13/29 | | | 200 | | | | 137 | | |
Huarong Finance II Co. Ltd., | |
4.63%, 6/3/26 | | | 200 | | | | 141 | | |
| | | 567 | | |
Sovereign (3.9%) | |
China Government Bond, | |
2.68%, 5/21/30 | | CNY | 2,820 | | | | 420 | | |
3.13%, 11/21/29 | | | 4,900 | | | | 758 | | |
3.29%, 10/18/23 | | | 940 | | | | 148 | | |
Sinopec Group Overseas Development 2018 Ltd., | |
2.95%, 11/12/29 (a) | | $ | 200 | | | | 211 | | |
| | | 1,537 | | |
| | | 2,104 | | |
Colombia (4.0%) | |
Corporate Bonds (2.1%) | |
Banco GNB Sudameris SA, | |
7.50%, 4/16/31 (a) | | | 200 | | | | 203 | | |
Grupo Aval Ltd., | |
4.38%, 2/4/30 (a) | | | 200 | | | | 198 | | |
SierraCol Energy Andina LLC, | |
6.00%, 6/15/28 (a) | | | 200 | | | | 203 | | |
Termocandelaria Power Ltd., | |
7.88%, 1/30/29 (a) | | | 185 | | | | 198 | | |
| | | 802 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Emerging Markets Fixed Income Opportunities Portfolio
| | Face Amount (000) | | Value (000) | |
Sovereign (1.9%) | |
Colombia Government International Bond, | |
4.13%, 5/15/51 | | $ | 200 | | | $ | 190 | | |
Colombian TES, Series B | |
6.00%, 4/28/28 | | COP | 758,400 | | | | 194 | | |
7.00%, 6/30/32 | | | 253,800 | | | | 66 | | |
7.50%, 8/26/26 | | | 575,100 | | | | 163 | | |
10.00%, 7/24/24 | | | 454,100 | | | | 138 | | |
| | | 751 | | |
| | | 1,553 | | |
Czech Republic (0.4%) | |
Sovereign (0.4%) | |
Czech Republic Government Bond, | |
1.20%, 3/13/31 | | CZK | 3,440 | | | | 152 | | |
Dominican Republic (1.8%) | |
Corporate Bond (0.1%) | |
Empresa Generadora de Electricidad Itabo SA, | |
7.95%, 5/11/26 (a) | | $ | 54 | | | | 56 | | |
Sovereign (1.7%) | |
Dominican Republic International Bond, | |
5.30%, 1/21/41 (a) | | | 300 | | | | 300 | | |
5.88%, 1/30/60 (a) | | | 150 | | | | 150 | | |
9.75%, 6/5/26 (a) | | DOP | 10,550 | | | | 209 | | |
| | | 659 | | |
| | | 715 | | |
Ecuador (1.0%) | |
Sovereign (1.0%) | |
Ecuador Government International Bond, | |
0.00%, 7/31/30 (a) | | $ | 20 | | | | 12 | | |
0.50%, 7/31/30 - 7/31/40 (a)(b) | | | 286 | | | | 204 | | |
0.50%, 7/31/35 - 7/31/40 (b) | | | 270 | | | | 175 | | |
| | | 391 | | |
Egypt (4.2%) | |
Corporate Bond (1.1%) | |
African Export-Import Bank (The), | |
3.99%, 9/21/29 (a) | | | 390 | | | | 411 | | |
Sovereign (3.1%) | |
Egypt Government Bond, | |
13.77%, 1/5/24 | | EGP | 5,012 | | | | 318 | | |
14.06%, 1/12/26 | | | 3,600 | | | | 228 | | |
Egypt Government International Bond, | |
5.25%, 10/6/25 | | $ | 200 | | | | 211 | | |
6.38%, 4/11/31 (a) | | EUR | 230 | | | | 285 | | |
7.50%, 2/16/61 (a) | | $ | 200 | | | | 188 | | |
| | | 1,230 | | |
| | | 1,641 | | |
| | Face Amount (000) | | Value (000) | |
El Salvador (0.3%) | |
Sovereign (0.3%) | |
El Salvador Government International Bond, | |
7.12%, 1/20/50 (a) | | $ | 150 | | | $ | 128 | | |
Ghana (1.5%) | |
Corporate Bonds (1.0%) | |
Kosmos Energy Ltd., | |
7.13%, 4/4/26 (a) | | | 200 | | | | 199 | | |
Tullow Oil PLC, | |
10.25%, 5/15/26 (a) | | | 200 | | | | 210 | | |
| | | 409 | | |
Sovereign (0.5%) | |
Ghana Government International Bond, | |
8.88%, 5/7/42 (a) | | | 200 | | | | 202 | | |
| | | 611 | | |
Hungary (1.2%) | |
Sovereign (1.2%) | |
Hungary Government Bond, | |
3.00%, 8/21/30 | | HUF | 56,000 | | | | 198 | | |
6.00%, 11/24/23 | | | 76,600 | | | | 286 | | |
| | | 484 | | |
India (0.6%) | |
Corporate Bond (0.6%) | |
Greenko Investment Co., | |
4.88%, 8/16/23 (a) | | $ | 240 | | | | 244 | | |
Indonesia (6.0%) | |
Sovereign (6.0%) | |
Indonesia Government International Bond, | |
3.85%, 7/18/27 | | | 200 | | | | 223 | | |
4.45%, 4/15/70 | | | 230 | | | | 273 | | |
Indonesia Treasury Bond, | |
6.50%, 6/15/25 - 2/15/31 | | IDR | 7,834,000 | | | | 558 | | |
7.00%, 9/15/30 | | | 3,916,000 | | | | 280 | | |
7.50%, 8/15/32 - 6/15/35 | | | 5,310,000 | | | | 383 | | |
8.38%, 4/15/39 | | | 3,200,000 | | | | 245 | | |
8.75%, 5/15/31 | | | 1,310,000 | | | | 104 | | |
Pertamina Persero PT, | |
6.50%, 11/7/48 (a) | | $ | 200 | | | | 266 | | |
| | | 2,332 | | |
Israel (1.3%) | |
Corporate Bonds (1.3%) | |
Energean Israel Finance Ltd., | |
4.88%, 3/30/26 (a) | | | 165 | | | | 170 | | |
Teva Pharmaceutical Finance Netherlands III BV, | |
7.13%, 1/31/25 | | | 300 | | | | 331 | | |
| | | 501 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Emerging Markets Fixed Income Opportunities Portfolio
| | Face Amount (000) | | Value (000) | |
Ivory Coast (0.4%) | |
Sovereign (0.4%) | |
Ivory Coast Government International Bond, | |
4.88%, 1/30/32 (a) | | EUR | 140 | | �� | $ | 166 | | |
Jordan (0.5%) | |
Sovereign (0.5%) | |
Jordan Government International Bond, | |
7.38%, 10/10/47 (a) | | $ | 200 | | | | 211 | | |
Kazakhstan (0.6%) | |
Sovereign (0.6%) | |
Development Bank of Kazakhstan JSC, | |
10.95%, 5/6/26 (a) | | KZT | 100,000 | | | | 236 | | |
Lebanon (0.1%) | |
Sovereign (0.1%) | |
Lebanon Government International Bond, | |
6.85%, 3/23/27 (c)(d) | | $ | 266 | | | | 35 | | |
Macedonia (0.3%) | |
Sovereign (0.3%) | |
North Macedonia Government International Bond, | |
1.63%, 3/10/28 (a) | | EUR | 100 | | | | 117 | | |
Malaysia (2.9%) | |
Sovereign (2.9%) | |
Malaysia Government Bond, | |
3.76%, 5/22/40 | | MYR | 950 | | | | 216 | | |
3.96%, 9/15/25 | | | 1,603 | | | | 408 | | |
4.18%, 7/15/24 | | | 762 | | | | 194 | | |
4.23%, 6/30/31 | | | 616 | | | | 159 | | |
4.50%, 4/15/30 | | | 559 | | | | 147 | | |
| | | 1,124 | | |
Mexico (10.5%) | |
Corporate Bonds (2.9%) | |
Cemex SAB de CV, | |
5.13%, 6/8/26 (a)(e) | | $ | 200 | | | | 207 | | |
Financiera Independencia SAB de CV SOFOM ENR, | |
8.00%, 7/19/24 (a) | | | 250 | | | | 235 | | |
Total Play Telecomunicaciones SA de CV, | |
7.50%, 11/12/25 (a) | | | 200 | | | | 212 | | |
Trust Fibra Uno, | |
6.39%, 1/15/50 (a) | | | 240 | | | | 282 | | |
Unifin Financiera SAB de CV, | |
9.88%, 1/28/29 (a) | | | 200 | | | | 199 | | |
| | | 1,135 | | |
Sovereign (7.6%) | |
Mexican Bonos, | |
10.00%, 12/5/24 | | MXN | 1,388 | | | | 78 | | |
Series M | |
7.50%, 6/3/27 | | | 15,813 | | | | 828 | | |
7.75%, 5/29/31 | | | 12,030 | | | | 637 | | |
8.00%, 12/7/23 | | | 2,072 | | | | 109 | | |
10.00%, 12/5/24 | | | 2,321 | | | | 130 | | |
| | Face Amount (000) | | Value (000) | |
Mexico Government International Bond, | |
3.75%, 4/19/71 | | $ | 200 | | | $ | 183 | | |
Petroleos Mexicanos, | |
6.50%, 3/13/27 - 1/23/29 | | | 526 | | | | 549 | | |
6.88%, 10/16/25 (a) | | | 135 | | | | 150 | | |
6.95%, 1/28/60 | | | 365 | | | | 323 | | |
| | | 2,987 | | |
| | | 4,122 | | |
Moldova (0.5%) | |
Corporate Bond (0.5%) | |
Aragvi Finance International DAC, | |
8.45%, 4/29/26 (a) | | | 200 | | | | 209 | | |
Mongolia (0.5%) | |
Sovereign (0.5%) | |
Mongolia Government International Bond, | |
4.45%, 7/7/31 (a)(f) | | | 200 | | | | 197 | | |
Morocco (0.5%) | |
Sovereign (0.5%) | |
Morocco Government International Bond, | |
4.00%, 12/15/50 (a) | | | 200 | | | | 186 | | |
Nigeria (4.4%) | |
Corporate Bonds (3.3%) | |
Fidelity Bank PLC, | |
10.50%, 10/16/22 (a) | | | 220 | | | | 237 | | |
First Bank of Nigeria Ltd. Via FBN Finance Co. BV, | |
8.63%, 10/27/25 (a) | | | 200 | | | | 213 | | |
IHS Netherlands Holdco BV, | |
8.00%, 9/18/27 (a) | | | 270 | | | | 294 | | |
SEPLAT Petroleum Development Co. PLC, | |
7.75%, 4/1/26 (a) | | | 210 | | | | 219 | | |
United Bank for Africa PLC, | |
7.75%, 6/8/22 (a) | | | 300 | | | | 311 | | |
| | | 1,274 | | |
Sovereign (1.1%) | |
Nigeria Government International Bond, | |
7.14%, 2/23/30 (a) | | | 400 | | | | 423 | | |
| | | 1,697 | | |
Oman (1.1%) | |
Sovereign (1.1%) | |
Oman Government International Bond, | |
6.25%, 1/25/31 (a) | | | 410 | | | | 441 | | |
Panama (0.5%) | |
Corporate Bond (0.5%) | |
AES Panama Generation Holdings SRL, | |
4.38%, 5/31/30 (a) | | | 200 | | | | 210 | | |
Paraguay (0.7%) | |
Sovereign (0.7%) | |
Paraguay Government International Bond, | |
5.40%, 3/30/50 | | | 230 | | | | 269 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Emerging Markets Fixed Income Opportunities Portfolio
| | Face Amount (000) | | Value (000) | |
Peru (1.7%) | |
Corporate Bonds (1.0%) | |
InRetail Consumer, | |
3.25%, 3/22/28 (a) | | $ | 200 | | | $ | 198 | | |
Lima Metro Line 2 Finance Ltd., | |
4.35%, 4/5/36 (a) | | | 200 | | | | 208 | | |
| | | 406 | | |
Sovereign (0.7%) | |
Peru Government Bond, | |
5.40%, 8/12/34 | | PEN | 259 | | | | 64 | | |
5.94%, 2/12/29 | | | 742 | | | | 211 | | |
6.15%, 8/12/32 | | | 1 | | | | — | @ | |
| | | 275 | | |
| | | 681 | | |
Poland (2.7%) | |
Sovereign (2.7%) | |
Republic of Poland Government Bond, | |
3.25%, 7/25/25 | | PLN | 1,258 | | | | 359 | | |
4.00%, 10/25/23 | | | 455 | | | | 129 | | |
5.75%, 10/25/21 - 9/23/22 | | | 2,020 | | | | 563 | | |
| | | 1,051 | | |
Qatar (0.8%) | |
Sovereign (0.8%) | |
Qatar Government International Bond, | |
4.82%, 3/14/49 (a) | | $ | 230 | | | | 297 | | |
Romania (1.1%) | |
Sovereign (1.1%) | |
Romania Government Bond, | |
4.75%, 2/24/25 - 10/11/34 | | RON | 1,590 | | | | 411 | | |
| | | 411 | | |
Russia (4.4%) | |
Corporate Bond (0.8%) | |
Alfa Bank AO Via Alfa Bond Issuance PLC, | |
5.95%, 4/15/30 | | $ | 300 | | | | 316 | | |
Sovereign (3.6%) | |
Russian Federal Bond — OFZ, | |
6.90%, 5/23/29 | | RUB | 43,141 | | | | 588 | | |
7.00%, 8/16/23 | | | 21,670 | | | | 298 | | |
7.70%, 3/23/33 | | | 9,485 | | | | 136 | | |
7.95%, 10/7/26 | | | 9,240 | | | | 132 | | |
Russian Foreign Bond — Eurobond, | |
5.63%, 4/4/42 | | $ | 200 | | | | 257 | | |
| | | 1,411 | | |
| | | 1,727 | | |
Saudi Arabia (1.6%) | |
Corporate Bond (0.5%) | |
SA Global Sukuk Ltd., | |
2.69%, 6/17/31 (a) | | | 200 | | | | 203 | | |
| | Face Amount (000) | | Value (000) | |
Sovereign (1.1%) | |
Saudi Government International Bond, | |
5.25%, 1/16/50 (a) | | $ | 340 | | | $ | 446 | | |
| | | 649 | | |
Senegal (0.9%) | |
Sovereign (0.9%) | |
Senegal Government International Bond, | |
6.25%, 5/23/33 (a) | | | 350 | | | | 370 | | |
South Africa (3.9%) | |
Sovereign (3.9%) | |
Republic of South Africa Government Bond, | |
8.00%, 1/31/30 | | ZAR | 18,181 | | | | 1,209 | | |
8.25%, 3/31/32 | | | 2,437 | | | | 156 | | |
8.75%, 1/31/44 | | | 820 | | | | 49 | | |
9.00%, 1/31/40 | | | 1,500 | | | | 92 | | |
| | | 1,506 | | |
Supranational (0.6%) | |
Banque Ouest Africaine de Developpement, | |
2.75%, 1/22/33 (a) | | EUR | 200 | | | | 249 | | |
Tanzania, United Republic of (0.6%) | |
Corporate Bond (0.6%) | |
HTA Group Ltd., | |
7.00%, 12/18/25 (a) | | $ | 200 | | | | 214 | | |
Thailand (1.8%) | |
Sovereign (1.8%) | |
Thailand Government Bond, | |
3.63%, 6/16/23 | | THB | 9,000 | | | | 298 | | |
4.88%, 6/22/29 | | | 10,144 | | | | 397 | | |
| | | 695 | | |
Turkey (2.6%) | |
Corporate Bond (0.5%) | |
Limak Iskenderun Uluslararasi Liman Isletmeciligi, | |
9.50%, 7/10/36 (a) | | $ | 200 | | | | 211 | | |
Sovereign (2.1%) | |
Hazine Mustesarligi Varlik Kiralama AS, | |
5.13%, 6/22/26 (a) | | | 200 | | | | 200 | | |
Turkey Government Bond, | |
8.00%, 3/12/25 | | TRY | 1,143 | | | | 98 | | |
10.50%, 8/11/27 | | | 1,236 | | | | 107 | | |
10.70%, 8/17/22 | | | 58 | | | | 6 | | |
11.00%, 3/2/22 | | | 190 | | | | 21 | | |
Turkey Government International Bond, | |
5.88%, 6/26/31 | | $ | 400 | | | | 390 | | |
| | | 822 | | |
| | | 1,033 | | |
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Emerging Markets Fixed Income Opportunities Portfolio
| | Face Amount (000) | | Value (000) | |
Ukraine (1.7%) | |
Sovereign (1.7%) | |
NAK Naftogaz Ukraine via Kondor Finance PLC, | |
7.13%, 7/19/24 | | EUR | 200 | | | $ | 247 | | |
Ukraine Government International Bond, | |
7.75%, 9/1/26 | | $ | 380 | | | | 421 | | |
| | | 668 | | |
United Arab Emirates (2.9%) | |
Corporate Bonds (2.3%) | |
DP World PLC, | |
5.63%, 9/25/48 (a) | | | 200 | | | | 251 | | |
DP World Salaam, | |
6.00%, 10/1/25 (e) | | | 200 | | | | 220 | | |
Galaxy Pipeline Assets Bidco Ltd., | |
2.16%, 3/31/34 (a) | | | 200 | | | | 197 | | |
3.25%, 9/30/40 (a) | | | 230 | | | | 229 | | |
| | | 897 | | |
Sovereign (0.6%) | |
Abu Dhabi Government International Bond, | |
3.13%, 4/16/30 | | | 200 | | | | 218 | | |
| | | 1,115 | | |
Uzbekistan (0.5%) | |
Sovereign (0.5%) | |
Republic of Uzbekistan Bond, | |
3.70%, 11/25/30 (a) | | | 200 | | | | 200 | | |
Venezuela (0.2%) | |
Sovereign (0.2%) | |
Petroleos de Venezuela SA, | |
6.00%, 11/15/26 (c)(d) | | | 1,582 | | | | 71 | | |
Zambia (0.7%) | |
Sovereign (0.7%) | |
Zambia Government Bond, | |
11.00%, 1/25/26 | | ZMW | 2,030 | | | | 47 | | |
13.00%, 1/25/31 | | | 5,290 | | | | 103 | | |
Zambia Government International Bond, | |
5.38%, 9/20/22 | | $ | 200 | | | | 127 | | |
| | | 277 | | |
Total Fixed Income Securities (Cost $35,815) | | | 35,453 | | |
| | No. of Warrants | | | |
Warrant (0.0%) (g) | |
Venezuela (0.0%) (g) | |
Venezuela Government International Bond, Oil-Linked Payment Obligation, 0.0%, expires 4/15/20 (h) (Cost $—) | | | 495 | | | | 1 | | |
| | Shares | | | |
Short-Term Investments (7.4%) | |
Investment Company (6.7%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $2,612) | | | 2,611,813 | | | | 2,612 | | |
| | Face Amount (000) | | Value (000) | |
Egypt (0.6%) | |
Sovereign (0.6%) | |
Egypt Treasury Bill, | |
13.25%, 9/7/21 (Cost $230) | | EGP | 3,700 | | | $ | 231 | | |
United States (0.1%) | |
U.S. Treasury Security (0.1%) | |
U.S. Treasury Bill, | |
0.03%, 11/4/21 (i) (Cost $30) | | $ | 30 | | | | 30 | | |
Total Short-Term Investments (Cost $2,872) | | | 2,873 | | |
Total Investments (97.9%) (Cost $38,687) (j)(k) | | | 38,327 | | |
Other Assets in Excess of Liabilities (2.1%) | | | 827 | | |
Net Assets (100.0%) | | $ | 39,154 | | |
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) 144A security — Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.
(b) Multi-step — Coupon rate changes in predetermined increments to maturity. Rate disclosed is as of June 30, 2021. Maturity date disclosed is the ultimate maturity date.
(c) Non-income producing security; bond in default.
(d) Issuer in bankruptcy.
(e) Perpetual — One or more securities do not have a predetermined maturity date. Rates for these securities are fixed for a period of time, after which they revert to a floating rate. Interest rates in effect are as of June 30, 2021.
(f) When-issued security.
(g) Amount is less than 0.05%.
(h) Perpetual maturity date. Date disclosed is the last expiration date.
(i) Rate shown is the yield to maturity at June 30, 2021.
(j) Securities are available for collateral in connection with purchase of when-issued security and open foreign currency forward exchange contracts.
(k) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $1,609,000 and the aggregate gross unrealized depreciation is approximately $1,943,000, resulting in net unrealized depreciation of approximately $334,000.
@ Value is less than $500.
OFZ Obilgatsyi Federal'novo Zaima (Russian Federal Loan Obligation).
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Emerging Markets Fixed Income Opportunities Portfolio
Foreign Currency Forward Exchange Contracts:
The Fund had the following foreign currency forward exchange contracts open at June 30, 2021:
Counterparty | | Contracts to Deliver (000) | | In Exchange For (000) | | Delivery Date | | Unrealized Appreciation (Depreciation) (000) | |
Bank of America NA | | EUR | 20 | | | $ | 24 | | | 8/25/21 | | $ | 1 | | |
Barclays Bank PLC | | $ | 397 | | | HUF | 118,000 | | | 8/25/21 | | | 1 | | |
BNP Paribas SA | | CLP | 16,000 | | | $ | 22 | | | 8/25/21 | | | — | @ | |
BNP Paribas SA | | EUR | 1,080 | | | $ | 1,320 | | | 8/25/21 | | | 38 | | |
BNP Paribas SA | | IDR | 2,300,000 | | | $ | 159 | | | 8/25/21 | | | 1 | | |
BNP Paribas SA | | $ | 182 | | | CLP | 130,000 | | | 8/25/21 | | | (5 | ) | |
BNP Paribas SA | | $ | 402 | | | CZK | 8,400 | | | 8/25/21 | | | (12 | ) | |
Citibank NA | | MXN | 7,450 | | | $ | 370 | | | 8/25/21 | | | (1 | ) | |
JPMorgan Chase Bank NA | | PLN | 170 | | | $ | 46 | | | 8/25/21 | | | 1 | | |
UBS AG | | $ | 202 | | | CNH | 1,310 | | | 8/25/21 | | | (— | @) | |
UBS AG | | ZAR | 2,400 | | | $ | 169 | | | 8/25/21 | | | 2 | | |
| | | | | | | | $ | 26 | | |
@ Value is less than $500.
BRL — Brazilian Real
CLP — Chilean Peso
CNH — Chinese Yuan Renminbi Offshore
CNY — Chinese Yuan Renminbi
COP — Colombian Peso
CZK — Czech Koruna
DOP — Dominican Peso
EGP — Egyptian Pound
EUR — Euro
HUF — Hungarian Forint
IDR — Indonesian Rupiah
KZT — Kazakhstan Tenge
MXN — Mexican Peso
MYR — Malaysian Ringgit
PEN — Peruvian Nuevo Sol
PLN — Polish Zloty
RON — Romanian New Leu
RUB — Russian Ruble
THB — Thai Baht
TRY — Turkish Lira
USD — United States Dollar
ZAR — South African Rand
ZMW — Zambian kwacha
Portfolio Composition
Classification | | Percentage of Total Investments | |
Sovereign | | | 65.3 | % | |
Corporate Bonds | | | 26.6 | | |
Short-Term Investments | | | 7.5 | | |
Other* | | | 0.6 | | |
Total Investments | | | 100.0 | %** | |
* Industries and/or investment types representing less than 5% of total investments.
** Does not include open foreign currency forward exchange contracts with net unrealized appreciation of approximately $26,000.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Emerging Markets Fixed Income Opportunities Portfolio
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $36,075) | | $ | 35,715 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $2,612) | | | 2,612 | | |
Total Investments in Securities, at Value (Cost $38,687) | | | 38,327 | | |
Foreign Currency, at Value (Cost $263) | | | 253 | | |
Interest Receivable | | | 626 | | |
Receivable for Investments Sold | | | 214 | | |
Unrealized Appreciation on Foreign Currency Forward Exchange Contracts | | | 44 | | |
Tax Reclaim Receivable | | | 25 | | |
Due from Adviser | | | 2 | | |
Dividends Receivable | | | — | @ | |
Receivable from Affiliate | | | — | @ | |
Receivable for Fund Shares Sold | | | — | @ | |
Other Assets | | | 79 | | |
Total Assets | | | 39,570 | | |
Liabilities: | |
Payable for Investments Purchased | | | 196 | | |
Payable for Fund Shares Redeemed | | | 65 | | |
Deferred Capital Gain Country Tax | | | 65 | | |
Payable for Professional Fees | | | 36 | | |
Unrealized Depreciation on Foreign Currency Forward Exchange Contracts | | | 18 | | |
Payable for Custodian Fees | | | 11 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 4 | | |
Payable for Sub Transfer Agency Fees — Class A | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Administration 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 IS | | | — | @ | |
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 | | | 17 | | |
Total Liabilities | | | 416 | | |
Net Assets | | $ | 39,154 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 45,751 | | |
Total Accumulated Loss | | | (6,597 | ) | |
Net Assets | | $ | 39,154 | | |
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Emerging Markets Fixed Income Opportunities Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 34,912 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,902,608 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.95 | | |
CLASS A: | |
Net Assets | | $ | 3,164 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 354,325 | | |
Net Asset Value, Redemption Price Per Share | | $ | 8.93 | | |
Maximum Sales Load | | | 3.25 | % | |
Maximum Sales Charge | | $ | 0.30 | | |
Maximum Offering Price Per Share | | $ | 9.23 | | |
CLASS L: | |
Net Assets | | $ | 549 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 61,567 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.91 | | |
CLASS C: | |
Net Assets | | $ | 510 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 57,411 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.88 | | |
CLASS IS: | |
Net Assets | | $ | 19 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,156 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 8.95 | | |
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Emerging Markets Fixed Income Opportunities Portfolio
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Interest from Securities of Unaffiliated Issuers (Net of $27 of Foreign Taxes Withheld) | | $ | 1,165 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 1,165 | | |
Expenses: | |
Advisory Fees (Note B) | | | 142 | | |
Professional Fees | | | 67 | | |
Registration Fees | | | 26 | | |
Administration Fees (Note C) | | | 15 | | |
Custodian Fees (Note F) | | | 10 | | |
Sub Transfer Agency Fees — Class I | | | 8 | | |
Sub Transfer Agency Fees — Class A | | | 1 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Pricing Fees | | | 8 | | |
Shareholder Services Fees — Class A (Note D) | | | 4 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 1 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 2 | | |
Shareholder Reporting Fees | | | 7 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 2 | | |
Other Expenses | | | 10 | | |
Total Expenses | | | 308 | | |
Waiver of Advisory Fees (Note B) | | | (132 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (5 | ) | |
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 IS (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (1 | ) | |
Net Expenses | | | 167 | | |
Net Investment Income | | | 998 | | |
Realized Gain (Loss): | |
Investments Sold (Net of $9 of Capital Gain Country Tax) | | | 84 | | |
Foreign Currency Forward Exchange Contracts | | | 15 | | |
Foreign Currency Translation | | | (5 | ) | |
Net Realized Gain | | | 94 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $42) | | | (1,550 | ) | |
Foreign Currency Forward Exchange Contracts | | | 33 | | |
Foreign Currency Translation | | | (20 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,537 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | (1,443 | ) | |
Net Decrease in Net Assets Resulting from Operations | | $ | (445 | ) | |
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Emerging Markets Fixed Income Opportunities Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 998 | | | $ | 2,304 | | |
Net Realized Gain (Loss) | | | 94 | | | | (2,303 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (1,537 | ) | | | (842 | ) | |
Net Decrease in Net Assets Resulting from Operations | | | (445 | ) | | | (841 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | (402 | ) | | | (1,008 | ) | |
Class A | | | (35 | ) | | | (75 | ) | |
Class L | | | (6 | ) | | | (14 | ) | |
Class C | | | (4 | ) | | | (8 | ) | |
Class IS | | | (— | @) | | | (1 | ) | |
Paid-in-Capital: | |
Class I | | | — | | | | (1,137 | ) | |
Class A | | | — | | | | (84 | ) | |
Class L | | | — | | | | (16 | ) | |
Class C | | | — | | | | (10 | ) | |
Class IS | | | — | | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | (447 | ) | | | (2,354 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 3,659 | | | | 2,814 | | |
Distributions Reinvested | | | 401 | | | | 2,140 | | |
Redeemed | | | (3,628 | ) | | | (24,914 | ) | |
Class A: | |
Subscribed | | | 62 | | | | 2,384 | | |
Distributions Reinvested | | | 35 | | | | 159 | | |
Redeemed | | | (176 | ) | | | (1,124 | ) | |
Class L: | |
Distributions Reinvested | | | 6 | | | | 31 | | |
Redeemed | | | (32 | ) | | | (188 | ) | |
Class C: | |
Subscribed | | | 118 | | | | 127 | | |
Distributions Reinvested | | | 4 | | | | 18 | | |
Redeemed | | | (74 | ) | | | (182 | ) | |
Class IS: | |
Subscribed | | | — | | | | — | | |
Distributions Reinvested | | | — | @ | | | 1 | | |
Redeemed | | | — | | | | — | | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | 375 | | | | (18,734 | ) | |
Redemption Fees | | | — | @ | | | — | @ | |
Total Decrease in Net Assets | | | (517 | ) | | | (21,929 | ) | |
Net Assets: | |
Beginning of Period | | | 39,671 | | | | 61,600 | | |
End of Period | | $ | 39,154 | | | $ | 39,671 | | |
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Emerging Markets Fixed Income Opportunities Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 413 | | | | 318 | | |
Shares Issued on Distributions Reinvested | | | 46 | | | | 258 | | |
Shares Redeemed | | | (404 | ) | | | (3,008 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | 55 | | | | (2,432 | ) | |
Class A: | |
Shares Subscribed | | | 7 | | | | 257 | | |
Shares Issued on Distributions Reinvested | | | 4 | | | | 19 | | |
Shares Redeemed | | | (20 | ) | | | (144 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (9 | ) | | | 132 | | |
Class L: | |
Shares Issued on Distributions Reinvested | | | 1 | | | | 4 | | |
Shares Redeemed | | | (4 | ) | | | (22 | ) | |
Net Decrease in Class L Shares Outstanding | | | (3 | ) | | | (18 | ) | |
Class C: | |
Shares Subscribed | | | 12 | | | | 14 | | |
Shares Issued on Distributions Reinvested | | | 1 | | | | 2 | | |
Shares Redeemed | | | (8 | ) | | | (21 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | 5 | | | | (5 | ) | |
Class IS: | |
Shares Subscribed | | | — | | | | — | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
Shares Redeemed | | | — | | | | — | | |
Net Increase in Class IS Shares Outstanding | | | — | @@ | | | — | @@ | |
@ Amount is less than $500.
@@ Amount is less than 500 shares.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Fixed Income Opportunities Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 9.16 | | | $ | 9.25 | | | $ | 8.52 | | | $ | 9.68 | | | $ | 9.07 | | | $ | 8.53 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.23 | | | | 0.44 | | | | 0.51 | | | | 0.57 | | | | 0.65 | | | | 0.67 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.33 | ) | | | (0.06 | ) | | | 0.70 | | | | (1.24 | ) | | | 0.52 | | | | 0.42 | | |
Total from Investment Operations | | | (0.10 | ) | | | 0.38 | | | | 1.21 | | | | (0.67 | ) | | | 1.17 | | | | 1.09 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.11 | ) | | | (0.22 | ) | | | (0.43 | ) | | | (0.49 | ) | | | (0.56 | ) | | | (0.55 | ) | |
Paid-in-Capital | | | — | | | | (0.25 | ) | | | (0.05 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.11 | ) | | | (0.47 | ) | | | (0.48 | ) | | | (0.49 | ) | | | (0.56 | ) | | | (0.55 | ) | |
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 | | $ | 8.95 | | | $ | 9.16 | | | $ | 9.25 | | | $ | 8.52 | | | $ | 9.68 | | | $ | 9.07 | | |
Total Return(4) | | | (1.06 | )%(7) | | | 4.69 | % | | | 14.41 | % | | | (6.93 | )% | | | 12.94 | % | | | 12.80 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 34,912 | | | $ | 35,262 | | | $ | 58,152 | | | $ | 32,575 | | | $ | 22,219 | | | $ | 20,332 | | |
Ratio of Expenses Before Expense Limitation | | | 1.57 | %(8) | | | 1.53 | % | | | 1.39 | % | | | 1.98 | % | | | 2.01 | % | | | 2.03 | % | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(5)(8) | | | 0.84 | %(5) | | | 0.83 | %(5) | | | 0.84 | %(5) | | | 0.83 | %(5) | | | 0.84 | %(5) | |
Ratio of Net Investment Income | | | 5.27 | %(5)(8) | | | 5.05 | %(5) | | | 5.65 | %(5) | | | 6.24 | %(5) | | | 6.73 | %(5) | | | 7.32 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 42 | %(7) | | | 54 | % | | | 58 | % | | | 47 | % | | | 77 | % | | | 116 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Fixed Income Opportunities Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 9.15 | | | $ | 9.24 | | | $ | 8.51 | | | $ | 9.67 | | | $ | 9.06 | | | $ | 8.52 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.22 | | | | 0.41 | | | | 0.48 | | | | 0.52 | | | | 0.61 | | | | 0.64 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.34 | ) | | | (0.06 | ) | | | 0.70 | | | | (1.22 | ) | | | 0.52 | | | | 0.42 | | |
Total from Investment Operations | | | (0.12 | ) | | | 0.35 | | | | 1.18 | | | | (0.70 | ) | | | 1.13 | | | | 1.06 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.10 | ) | | | (0.19 | ) | | | (0.40 | ) | | | (0.46 | ) | | | (0.52 | ) | | | (0.52 | ) | |
Paid-in-Capital | | | — | | | | (0.25 | ) | | | (0.05 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.10 | ) | | | (0.44 | ) | | | (0.45 | ) | | | (0.46 | ) | | | (0.52 | ) | | | (0.52 | ) | |
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 | | $ | 8.93 | | | $ | 9.15 | | | $ | 9.24 | | | $ | 8.51 | | | $ | 9.67 | | | $ | 9.06 | | |
Total Return(4) | | | (1.26 | )%(7) | | | 4.33 | % | | | 14.03 | % | | | (7.29 | )% | | | 12.54 | % | | | 12.53 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,164 | | | $ | 3,325 | | | $ | 2,141 | | | $ | 1,306 | | | $ | 1,150 | | | $ | 972 | | |
Ratio of Expenses Before Expense Limitation | | | 1.90 | %(8) | | | 1.87 | % | | | 1.81 | % | | | 2.49 | % | | | 2.51 | % | | | 2.28 | % | |
Ratio of Expenses After Expense Limitation | | | 1.20 | %(5)(8) | | | 1.19 | %(5) | | | 1.18 | %(5) | | | 1.19 | %(5) | | | 1.19 | %(5) | | | 1.09 | %(5) | |
Ratio of Net Investment Income | | | 4.92 | %(5)(8) | | | 4.72 | %(5) | | | 5.31 | %(5) | | | 5.74 | %(5) | | | 6.37 | %(5) | | | 7.03 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 42 | %(7) | | | 54 | % | | | 58 | % | | | 47 | % | | | 77 | % | | | 116 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Fixed Income Opportunities Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 9.14 | | | $ | 9.23 | | | $ | 8.50 | | | $ | 9.65 | | | $ | 9.05 | | | $ | 8.51 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.21 | | | | 0.39 | | | | 0.46 | | | | 0.50 | | | | 0.59 | | | | 0.62 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.34 | ) | | | (0.06 | ) | | | 0.70 | | | | (1.22 | ) | | | 0.51 | | | | 0.41 | | |
Total from Investment Operations | | | (0.13 | ) | | | 0.33 | | | | 1.16 | | | | (0.72 | ) | | | 1.10 | | | | 1.03 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.10 | ) | | | (0.17 | ) | | | (0.38 | ) | | | (0.43 | ) | | | (0.50 | ) | | | (0.49 | ) | |
Paid-in-Capital | | | — | | | | (0.25 | ) | | | (0.05 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.10 | ) | | | (0.42 | ) | | | (0.43 | ) | | | (0.43 | ) | | | (0.50 | ) | | | (0.49 | ) | |
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 | | $ | 8.91 | | | $ | 9.14 | | | $ | 9.23 | | | $ | 8.50 | | | $ | 9.65 | | | $ | 9.05 | | |
Total Return(4) | | | (1.43 | )%(7) | | | 4.06 | % | | | 13.76 | % | | | (7.52 | )% | | | 12.28 | % | | | 12.15 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 549 | | | $ | 589 | | | $ | 764 | | | $ | 727 | | | $ | 842 | | | $ | 777 | | |
Ratio of Expenses Before Expense Limitation | | | 2.39 | %(8) | | | 2.35 | % | | | 2.16 | % | | | 2.78 | % | | | 2.77 | % | | | 2.78 | % | |
Ratio of Expenses After Expense Limitation | | | 1.45 | %(5)(8) | | | 1.44 | %(5) | | | 1.43 | %(5) | | | 1.44 | %(5) | | | 1.44 | %(5) | | | 1.45 | %(5) | |
Ratio of Net Investment Income | | | 4.66 | %(5)(8) | | | 4.48 | %(5) | | | 5.05 | %(5) | | | 5.51 | %(5) | | | 6.11 | %(5) | | | 6.70 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 42 | %(7) | | | 54 | % | | | 58 | % | | | 47 | % | | | 77 | % | | | 116 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Fixed Income Opportunities Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 9.13 | | | $ | 9.21 | | | $ | 8.50 | | | $ | 9.65 | | | $ | 9.05 | | | $ | 8.52 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.19 | | | | 0.34 | | | | 0.41 | | | | 0.46 | | | | 0.50 | | | | 0.54 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.35 | ) | | | (0.05 | ) | | | 0.70 | | | | (1.22 | ) | | | 0.55 | | | | 0.43 | | |
Total from Investment Operations | | | (0.16 | ) | | | 0.29 | | | | 1.11 | | | | (0.76 | ) | | | 1.05 | | | | 0.97 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.09 | ) | | | (0.12 | ) | | | (0.35 | ) | | | (0.39 | ) | | | (0.45 | ) | | | (0.44 | ) | |
Paid-in-Capital | | | — | | | | (0.25 | ) | | | (0.05 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.09 | ) | | | (0.37 | ) | | | (0.40 | ) | | | (0.39 | ) | | | (0.45 | ) | | | (0.44 | ) | |
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 | | $ | 8.88 | | | $ | 9.13 | | | $ | 9.21 | | | $ | 8.50 | | | $ | 9.65 | | | $ | 9.05 | | |
Total Return(4) | | | (1.78 | )%(7) | | | 3.63 | % | | | 13.19 | % | | | (7.98 | )% | | | 11.76 | % | | | 11.60 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 510 | | | $ | 475 | | | $ | 524 | | | $ | 48 | | | $ | 284 | | | $ | 225 | | |
Ratio of Expenses Before Expense Limitation | | | 2.99 | %(8) | | | 3.05 | % | | | 2.92 | % | | | 3.79 | % | | | 3.84 | % | | | 3.97 | % | |
Ratio of Expenses After Expense Limitation | | | 1.95 | %(5)(8) | | | 1.94 | %(5) | | | 1.93 | %(5) | | | 1.94 | %(5) | | | 1.94 | %(5) | | | 1.95 | %(5) | |
Ratio of Net Investment Income | | | 4.22 | %(5)(8) | | | 3.98 | %(5) | | | 4.54 | %(5) | | | 5.09 | %(5) | | | 5.18 | %(5) | | | 5.87 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 42 | %(7) | | | 54 | % | | | 58 | % | | | 47 | % | | | 77 | % | | | 116 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Fixed Income Opportunities Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 9.17 | | | $ | 9.25 | | | $ | 8.52 | | | $ | 9.68 | | | $ | 9.07 | | | $ | 8.53 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.24 | | | | 0.44 | | | | 0.52 | | | | 0.56 | | | | 0.65 | | | | 0.67 | | |
Net Realized and Unrealized Gain (Loss) | | | (0.35 | ) | | | (0.05 | ) | | | 0.69 | | | | (1.23 | ) | | | 0.52 | | | | 0.42 | | |
Total from Investment Operations | | | (0.11 | ) | | | 0.39 | | | | 1.21 | | | | (0.67 | ) | | | 1.17 | | | | 1.09 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.11 | ) | | | (0.22 | ) | | | (0.43 | ) | | | (0.49 | ) | | | (0.56 | ) | | | (0.55 | ) | |
Paid-in-Capital | | | — | | | | (0.25 | ) | | | (0.05 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.11 | ) | | | (0.47 | ) | | | (0.48 | ) | | | (0.49 | ) | | | (0.56 | ) | | | (0.55 | ) | |
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 | | $ | 8.95 | | | $ | 9.17 | | | $ | 9.25 | | | $ | 8.52 | | | $ | 9.68 | | | $ | 9.07 | | |
Total Return(4) | | | (1.16 | )%(7) | | | 4.84 | % | | | 14.44 | % | | | (6.91 | )% | | | 12.95 | % | | | 12.81 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 19 | | | $ | 20 | | | $ | 19 | | | $ | 672 | | | $ | 763 | | | $ | 716 | | |
Ratio of Expenses Before Expense Limitation | | | 10.75 | %(8) | | | 12.56 | % | | | 1.73 | % | | | 2.22 | % | | | 2.25 | % | | | 2.25 | % | |
Ratio of Expenses After Expense Limitation | | | 0.82 | %(5)(8) | | | 0.81 | %(5) | | | 0.80 | %(5) | | | 0.81 | %(5) | | | 0.81 | %(5) | | | 0.82 | %(5) | |
Ratio of Net Investment Income | | | 5.29 | %(5)(8) | | | 5.10 | %(5) | | | 5.72 | %(5) | | | 6.15 | %(5) | | | 6.74 | %(5) | | | 7.33 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 42 | %(7) | | | 54 | % | | | 58 | % | | | 47 | % | | | 77 | % | | | 116 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Emerging Markets Fixed Income Opportunities Portfolio. The Fund seeks high total return.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class IS. 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.
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) Certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Limited ("MSIM Limited") and Morgan
Stanley Investment Management Company ("MSIM Company") (together, the "Sub-Advisers"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (2) an equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) 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; (4) when market quotations are not readily available, 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 established by and under the general supervision of the Directors. Occasionally, developments
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal
market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Fixed Income Securities | |
Corporate Bonds | | $ | — | | | $ | 10,189 | | | $ | — | | | $ | 10,189 | | |
Sovereign | | | — | | | | 25,015 | | | | — | | | | 25,015 | | |
Supranational | | | — | | | | 249 | | | | — | | | | 249 | | |
Total Fixed Income Securities | | | — | | | | 35,453 | | | | — | | | | 35,453 | | |
Warrant | | | — | | | | 1 | | | | — | | | | 1 | | |
Short-Term Investments | |
Investment Company | | | 2,612 | | | | — | | | | — | | | | 2,612 | | |
Sovereign | | | — | | | | 231 | | | | — | | | | 231 | | |
U.S. Treasury Security | | | — | | | | 30 | | | | — | | | | 30 | | |
Total Short-Term Investments | | | 2,612 | | | | 261 | | | | — | | | | 2,873 | | |
Foreign Currency Forward Exchange Contracts | | | — | | | | 44 | | | | — | | | | 44 | | |
Total Assets | | | 2,612 | | | | 35,759 | | | | — | | | | 38,371 | | |
Liabilities: | |
Foreign Currency Forward Exchange Contracts | | | — | | | | (18 | ) | | | — | | | | (18 | ) | |
Total | | $ | 2,612 | | | $ | 35,741 | | | $ | — | | | $ | 38,353 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of
securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
4. Structured Investments: The Fund invested a portion of its assets in structured investments. A structured investment is a derivative security designed to offer a return linked to a particular underlying security, currency, commodity or market. Structured investments may come in various forms including notes (such as exchange-traded notes), warrants and options to purchase securities. The Fund will typically use structured investments to gain exposure to a permitted underlying security, currency, commodity or market when direct access to a market is limited or inefficient from a tax or cost standpoint. There can be no assurance that structured investments will trade at the same price or have the same value as the underlying security, currency, commodity or market. Investments in structured investments involve risks including issuer risk, counterparty risk and market risk. Holders of structured investments bear risks of the underlying investment and are subject to issuer or counterparty risk because the Fund is relying on the creditworthiness of such issuer or counterparty and has no rights with respect to the underlying investment. Certain structured investments may be thinly traded or have a limited trading market and may have the effect of increasing the Fund's illiquidity to the extent that the Fund, at a particular time, may be unable to find qualified buyers for these securities.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk
analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Foreign Currency Forward Exchange Contracts: In connection with its investments in foreign securities, the Fund also entered into contracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date. A foreign currency forward exchange contract ("currency contract") is a negotiated agreement between the contracting parties to exchange a specified amount of currency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. Currency contracts may be used to protect against uncertainty in the level of future foreign currency exchange rates or to gain or modify exposure to a particular currency. To the extent hedged by the use of currency contracts, the precise matching of the currency contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date on which the contract is entered into and the date it matures. Furthermore, such transactions may reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There is additional risk to the extent that
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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.
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, 2021:
| | Asset Derivatives 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 | | $ | 44 | | |
| | 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 | | $ | (18 | ) | |
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, 2021 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Foreign Currency Forward Exchange Contracts | | $ | 15 | | |
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Foreign Currency Forward Exchange Contracts | | $ | 33 | | |
At June 30, 2021, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Statement of Assets and Liabilities | |
Derivatives | | Assets(a) (000) | | Liabilities(a) (000) | |
Foreign Currency Forward Exchange Contracts | | $ | 44 | | | $ | (18 | ) | |
(a) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
The following tables present derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2021:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
Bank of America NA | | $ | 1 | | | $ | — | | | $ | — | | | $ | 1 | | |
Barclays Bank PLC | | | 1 | | | | — | | | | — | | | | 1 | | |
BNP Paribas SA | | | 39 | | | | (17 | ) | | | — | | | | 22 | | |
JPMorgan Chase Bank NA | | | 1 | | | | — | | | | — | | | | 1 | | |
UBS AG | | | 2 | | | | (— | @) | | | — | | | | 2 | | |
Total | | $ | 44 | | | $ | (17 | ) | | $ | — | | | $ | 27 | | |
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) | |
BNP Paribas SA | | $ | 17 | | | $ | (17 | ) | | $ | — | | | $ | 0 | | |
Citibank NA | | | 1 | | | | — | | | | — | | | | 1 | | |
UBS AG | | | — | @ | | | (— | @) | | | — | | | | 0 | | |
Total | | $ | 18 | | | $ | (17 | ) | | $ | — | | | $ | 1 | | |
@ Value is less than $500.
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Foreign Currency Forward Exchange Contracts: | |
Average monthly principal amount | | $ | 4,114,000 | | |
6. When-Issued/Delayed Delivery Securities: The Fund purchases and sells when-issued and delayed delivery securities. Securities purchased on a when-issued or delayed delivery basis are purchased for delivery beyond the normal settlement date at a stated price and yield, and no income accrues to the Fund on such securities prior to delivery date. Payment and delivery for when-issued and delayed delivery securities can take place a month or more after the date of the transaction. When the Fund enters into a purchase transaction on a when-issued or delayed delivery basis, securities are available for collateral in an amount at least equal in value to the Fund's commitments to purchase such securities. Purchasing securities on a when-issued or delayed delivery basis may involve a risk that the market price at the time of delivery may be lower
than the agreed upon purchase price, in which case there could be an unrealized loss at the time of delivery. Purchasing investments on a when-issued or delayed delivery basis may be considered a form of leverage which may increase the impact that gains (losses) may have on the Fund.
7. 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 IS 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.
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 quarterly. 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. Interest income is recognized on the accrual basis except where collection is in doubt. 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.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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 | |
| 0.75 | % | | | 0.70 | % | | | 0.65 | % | |
For the six months ended June 30, 2021, 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 0.85% for Class I shares, 1.20% for Class A shares, 1.45% for Class L shares, 1.95% for Class C shares and 0.82% for Class IS 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, 2021, approximately $132,000 of advisory fees were waived and approximately $8,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into Sub-Advisory Agreements with the Sub-Advisers, each a wholly-owned subsidiary of Morgan Stanley. The Sub-Advisers provide the Fund with advisory services subject to the overall supervision of the Adviser and the Company's Officers and Directors. The Adviser pays the Sub-Advisers on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect 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 0.25% 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 shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody,
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $14,844,000 and $14,913,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,781 | | | $ | 10,703 | | | $ | 9,872 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 2,612 | | |
@ 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, 2021, 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, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Paid-in- Capital (000) | | Ordinary Income (000) | | Paid-in- Capital (000) | |
$ | 1,106 | | | $ | 1,248 | | | $ | 2,408 | | | $ | 293 | | |
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2020.
At December 31, 2020, the Fund had no distributable earnings on a tax basis.
At December 31, 2020, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $1,713,000 and $4,504,000, respectively, that do not have an expiration date. These amounts include capital losses acquired from MSIF Emerging Markets Domestic Debt that may be subject to limitation under IRC Section 382 in future years.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 59.5%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one- and three-year periods but better than its peer group average for the five-year period. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. 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 (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, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Advisers
Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc..
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIEMEDSAN
3692223 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Emerging Markets Leaders Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
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 | | | 14 | | |
Investment Advisory Agreement Approval | | | 20 | | |
Liquidity Risk Management Program | | | 22 | | |
U.S. Customer Privacy Notice | | | 23 | | |
Director and Officer Information | | | 26 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,096.80 | | | $ | 1,019.14 | | | $ | 5.93 | * | | $ | 5.71 | * | | | 1.14 | % | |
Emerging Markets Leaders Portfolio Class A | | | 1,000.00 | | | | 1,094.80 | | | | 1,017.85 | | | | 7.27 | * | | | 7.00 | * | | | 1.40 | | |
Emerging Markets Leaders Portfolio Class C | | | 1,000.00 | | | | 1,090.90 | | | | 1,014.08 | | | | 11.20 | * | | | 10.79 | * | | | 2.16 | | |
Emerging Markets Leaders Portfolio Class IS | | | 1,000.00 | | | | 1,097.20 | | | | 1,019.34 | | | | 5.72 | * | | | 5.51 | * | | | 1.10 | | |
Emerging Markets Leaders Portfolio Class IR^ | | | 1,000.00 | | | | 1,101.70 | | | | 1,008.44 | | | | 2.50 | ** | | | 2.39 | ** | | | 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).
** Expenses are calculated using the Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 79/365 (to reflect the actual days accrued in the period).
*** Annualized.
^ The Fund commenced offering of Class IR Shares on April 12, 2021.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments
Emerging Markets Leaders Portfolio
| | Shares | | Value (000) | |
Common Stocks (99.0%) | |
Brazil (5.5%) | |
Pagseguro Digital Ltd., Class A (a) | | | 150,276 | | | $ | 8,403 | | |
StoneCo Ltd., Class A (a) | | | 105,380 | | | | 7,067 | | |
| | | 15,470 | | |
China (34.2%) | |
Agora, Inc. ADR (a) | | | 46,566 | | | | 1,954 | | |
Bilibili, Inc. ADR (a) | | | 54,669 | | | | 6,661 | | |
KE Holdings, Inc. ADR (a) | | | 65,981 | | | | 3,146 | | |
Kingdee International Software Group Co., Ltd. (b) | | | 1,957,000 | | | | 6,641 | | |
Li Ning Co., Ltd. (b) | | | 1,523,000 | | | | 18,595 | | |
Meituan, Class B (a)(b) | | | 441,100 | | | | 18,202 | | |
New Oriental Education & Technology Group, Inc. ADR (a) | | | 480,560 | | | | 3,936 | | |
Pinduoduo, Inc. ADR (a) | | | 52,146 | | | | 6,624 | | |
Proya Cosmetics Co. Ltd., Class A | | | 116,800 | | | | 3,556 | | |
Tencent Holdings Ltd. (b) | | | 186,100 | | | | 13,998 | | |
Tencent Music Entertainment Group ADR (a) | | | 338,770 | | | | 5,244 | | |
Wuliangye Yibin Co., Ltd., Class A | | | 150,800 | | | | 6,952 | | |
| | | 95,509 | | |
Germany (5.7%) | |
Delivery Hero SE (a) | | | 84,477 | | | | 11,159 | | |
Global Fashion Group SA (a) | | | 307,313 | | | | 4,653 | | |
| | | 15,812 | | |
India (21.4%) | |
Aarti Industries Ltd. | | | 815,000 | | | | 9,558 | | |
Apollo Hospitals Enterprise Ltd. | | | 195,593 | | | | 9,525 | | |
AU Small Finance Bank Ltd. (a) | | | 531,908 | | | | 7,413 | | |
Bajaj Finance Ltd. (a) | | | 185,757 | | | | 15,034 | | |
Happiest Minds Technologies Ltd. | | | 106,271 | | | | 1,436 | | |
HDFC Life Insurance Co., Ltd. | | | 393,113 | | | | 3,630 | | |
Kotak Mahindra Bank Ltd. (a) | | | 315,115 | | | | 7,232 | | |
PI Industries Ltd. | | | 98,430 | | | | 3,854 | | |
SRF Ltd. | | | 21,275 | | | | 2,082 | | |
| | | 59,764 | | |
Singapore (8.0%) | |
Sea Ltd. ADR (a) | | | 81,000 | | | | 22,243 | | |
Taiwan (11.1%) | |
Silergy Corp. | | | 78,000 | | | | 10,610 | | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 664,000 | | | | 14,180 | | |
Voltronic Power Technology Corp. | | | 130,334 | | | | 6,291 | | |
| | | 31,081 | | |
United States (13.1%) | |
Advanced Micro Devices, Inc. (a) | | | 63,917 | | | | 6,004 | | |
MercadoLibre, Inc. (a) | | | 9,732 | | | | 15,160 | | |
NIKE, Inc., Class B | | | 52,181 | | | | 8,062 | | |
NVIDIA Corp. | | | 9,255 | | | | 7,405 | | |
| | | 36,631 | | |
Total Common Stocks (Cost $216,030) | | | 276,510 | | |
| | Shares | | Value (000) | |
Short-Term Investment (2.0%) | |
Investment Company (2.0%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $5,566) | | | 5,566,215 | | | $ | 5,566 | | |
Total Investments (101.0%) (Cost $221,596) (c) | | | 282,076 | | |
Liabilities in Excess of Other Assets (–1.0%) | | | (2,907 | ) | |
Net Assets (100.0%) | | $ | 279,169 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) Security trades on the Hong Kong exchange.
(c) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $68,304,000 and the aggregate gross unrealized depreciation is approximately $7,824,000, resulting in net unrealized appreciation of approximately $60,480,000.
ADR American Depositary Receipt.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Internet & Direct Marketing Retail | | | 19.8 | % | |
Other* | | | 18.1 | | |
Semiconductors & Semiconductor Equipment | | | 13.5 | | |
Entertainment | | | 12.1 | | |
Textiles, Apparel & Luxury Goods | | | 9.5 | | |
Information Technology Services | | | 6.0 | | |
Chemicals | | | 5.5 | | |
Consumer Finance | | | 5.3 | | |
Banks | | | 5.2 | | |
Interactive Media & Services | | | 5.0 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Emerging Markets Leaders Portfolio
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $216,030) | | $ | 276,510 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $5,566) | | | 5,566 | | |
Total Investments in Securities, at Value (Cost $221,596) | | | 282,076 | | |
Foreign Currency, at Value (Cost $297) | | | 297 | | |
Receivable for Fund Shares Sold | | | 528 | | |
Dividends Receivable | | | 74 | | |
Tax Reclaim Receivable | | | 20 | | |
Receivable from Affiliate | | | --— | @ | |
Other Assets | | | 114 | | |
Total Assets | | | 283,109 | | |
Liabilities: | |
Deferred Capital Gain Country Tax | | | 2,029 | | |
Payable for Investments Purchased | | | 797 | | |
Payable for Advisory Fees | | | 532 | | |
Payable for Fund Shares Redeemed | | | 504 | | |
Payable for Professional Fees | | | 35 | | |
Payable for Administration Fees | | | 17 | | |
Payable for Shareholder Services Fees — Class A | | | 5 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 7 | | |
Payable for Custodian Fees | | | 7 | | |
Payable for Transfer Agency Fees — Class I | | | --— | @ | |
Payable for Transfer Agency Fees — Class A | | | --— | @ | |
Payable for Transfer Agency Fees — Class IS | | | --— | @ | |
Payable for Transfer Agency Fees — Class IR | | | --— | @ | |
Payable to the Advisor | | | 2 | | |
Other Liabilities | | | 5 | | |
Total Liabilities | | | 3,940 | | |
Net Assets | | $ | 279,169 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 220,869 | | |
Total Distributable Earnings | | | 58,300 | | |
Net Assets | | $ | 279,169 | | |
CLASS I: | |
Net Assets | | $ | 200,636 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 9,415,766 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.31 | | |
CLASS A: | |
Net Assets | | $ | 24,892 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,190,658 | | |
Net Asset Value, Redemption Price Per Share | | $ | 20.91 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.16 | | |
Maximum Offering Price Per Share | | $ | 22.07 | | |
CLASS C: | |
Net Assets | | $ | 8,793 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 438,809 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 20.04 | | |
CLASS IS: | |
Net Assets | | $ | 44,837 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,101,225 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.34 | | |
CLASS IR: | |
Net Assets | | $ | 11 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 516 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.34 | | |
@ 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, 2021 (unaudited)
Emerging Markets Leaders Portfolio
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $29 of Foreign Taxes Withheld) | | $ | 228 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 1 | | |
Total Investment Income | | | 229 | | |
Expenses: | |
Advisory Fees (Note B) | | | 922 | | |
Administration Fees (Note C) | | | 82 | | |
Professional Fees | | | 70 | | |
Shareholder Services Fees — Class A (Note D) | | | 25 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 35 | | |
Sub Transfer Agency Fees — Class I | | | 31 | | |
Sub Transfer Agency Fees — Class A | | | 5 | | |
Sub Transfer Agency Fees — Class C | | | 1 | | |
Registration Fees | | | 35 | | |
Custodian Fees (Note F) | | | 27 | | |
Shareholder Reporting Fees | | | 8 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Transfer Agency Fees — Class IR (Note E) | | | — | @ | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Interest Expenses | | | 1 | | |
Other Expenses | | | 7 | | |
Total Expenses | | | 1,256 | | |
Waiver of Advisory Fees (Note B) | | | (26 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (3 | ) | |
Reimbursement of Class Specific Expenses — Class IS (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (— | @) | |
Net Expenses | | | 1,226 | | |
Net Investment Loss | | | (997 | ) | |
Realized Gain (Loss): | |
Investments Sold (Net of $31 of Capital Gain Country Tax) | | | 1,454 | | |
Foreign Currency Translation | | | (57 | ) | |
Net Realized Gain | | | 1,397 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $1,223) | | | 15,256 | | |
Foreign Currency Translation | | | 3 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 15,259 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 16,656 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 15,659 | | |
@ 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, 2021
Emerging Markets Leaders Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (997 | ) | | $ | (470 | ) | |
Net Realized Gain | | | 1,397 | | | | 4,251 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 15,259 | | | | 29,940 | | |
Net Increase in Net Assets Resulting from Operations | | | 15,659 | | | | 33,721 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (2,732 | ) | |
Class A | | | — | | | | (274 | ) | |
Class C | | | — | | | | (126 | ) | |
Class IS | | | — | | | | (1,054 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (4,186 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 160,179 | | | | 52,338 | | |
Distributions Reinvested | | | — | | | | 2,728 | | |
Redeemed | | | (50,865 | ) | | | (25,342 | ) | |
Class A: | |
Subscribed | | | 21,666 | | | | 7,127 | | |
Distributions Reinvested | | | — | | | | 274 | | |
Redeemed | | | (5,439 | ) | | | (1,831 | ) | |
Class C: | |
Subscribed | | | 5,823 | | | | 1,756 | | |
Distributions Reinvested | | | — | | | | 125 | | |
Redeemed | | | (785 | ) | | | (143 | ) | |
Class IS: | |
Subscribed | | | 13,901 | | | | 5 | | |
Distributions Reinvested | | | — | | | | 1,054 | | |
Redeemed | | | (5 | ) | | | (3,300 | ) | |
Class IR: | |
Subscribed | | | 10 | (a) | | | — | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 144,485 | | | | 34,791 | | |
Redemption Fees | | | 10 | | | | 2 | | |
Total Increase in Net Assets | | | 160,154 | | | | 64,328 | | |
Net Assets: | |
Beginning of Period | | | 119,015 | | | | 54,687 | | |
End of Period | | $ | 279,169 | | | $ | 119,015 | | |
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Emerging Markets Leaders Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 7,809 | | | | 3,072 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 145 | | |
Shares Redeemed | | | (2,534 | ) | | | (1,647 | ) | |
Net Increase in Class I Shares Outstanding | | | 5,275 | | | | 1,570 | | |
Class A: | |
Shares Subscribed | | | 1,055 | | | | 422 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 15 | | |
Shares Redeemed | | | (279 | ) | | | (117 | ) | |
Net Increase in Class A Shares Outstanding | | | 776 | | | | 320 | | |
Class C: | |
Shares Subscribed | | | 296 | | | | 107 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 7 | | |
Shares Redeemed | | | (42 | ) | | | (12 | ) | |
Net Increase in Class C Shares Outstanding | | | 254 | | | | 102 | | |
Class IS: | |
Shares Subscribed | | | 702 | | | | — | @@ | |
Shares Issued on Distributions Reinvested | | | — | | | | 56 | | |
Shares Redeemed | | | (— | @@) | | | (217 | ) | |
Net Increase (Decrease) in Class IS Shares Outstanding | | | 702 | | | | (161 | ) | |
Class IR: | |
Shares Subscribed | | | 1 | (a) | | | — | | |
(a) For the period April 12, 2021 to June 30, 2021.
@@ 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, 2021
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 19.43 | | | $ | 12.70 | | | $ | 10.38 | | | $ | 12.14 | | | $ | 9.73 | | | $ | 9.45 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.09 | ) | | | (0.11 | ) | | | (0.02 | ) | | | 0.03 | | | | 0.08 | | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.97 | | | | 7.62 | | | | 2.78 | | | | (1.74 | ) | | | 2.45 | | | | 0.25 | | |
Total from Investment Operations | | | 1.88 | | | | 7.51 | | | | 2.76 | | | | (1.71 | ) | | | 2.53 | | | | 0.29 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.01 | ) | | | (0.08 | ) | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | (0.78 | ) | | | (0.44 | ) | | | (0.04 | ) | | | (0.04 | ) | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(3) | |
Total Distributions | | | — | | | | (0.78 | ) | | | (0.44 | ) | | | (0.05 | ) | | | (0.12 | ) | | | (0.01 | ) | |
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 | | $ | 21.31 | | | $ | 19.43 | | | $ | 12.70 | | | $ | 10.38 | | | $ | 12.14 | | | $ | 9.73 | | |
Total Return(4) | | | 9.68 | %(7) | | | 59.36 | % | | | 26.63 | % | | | (14.12 | )% | | | 26.01 | % | | | 3.08 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 200,636 | | | $ | 80,465 | | | $ | 32,651 | | | $ | 39,206 | | | $ | 73,273 | | | $ | 25,374 | | |
Ratio of Expenses Before Expense Limitation | | | 1.17 | %(8) | | | 1.47 | % | | | 1.57 | % | | | 1.48 | % | | | 1.43 | % | | | 1.32 | % | |
Ratio of Expenses After Expense Limitation | | | 1.14 | %(5)(8) | | | 1.15 | %(5) | | | 1.17 | %(5) | | | 1.17 | %(5) | | | 1.11 | %(5) | | | 1.10 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.14 | %(5)(8) | | | N/A | | | | 1.16 | %(5) | | | 1.16 | %(5) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.92 | )%(5)(8) | | | (0.73 | )%(5) | | | (0.14 | )%(5) | | | 0.29 | %(5) | | | 0.67 | %(5) | | | 0.37 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 5 | %(7) | | | 57 | % | | | 58 | % | | | 47 | % | | | 79 | % | | | 45 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 19.09 | | | $ | 12.53 | | | $ | 10.29 | | | $ | 12.06 | | | $ | 9.67 | | | $ | 9.43 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.12 | ) | | | (0.17 | ) | | | (0.05 | ) | | | (0.00 | )(3) | | | 0.02 | | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 1.94 | | | | 7.51 | | | | 2.73 | | | | (1.73 | ) | | | 2.44 | | | | 0.28 | | |
Total from Investment Operations | | | 1.82 | | | | 7.34 | | | | 2.68 | | | | (1.73 | ) | | | 2.46 | | | | 0.25 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.03 | ) | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | (0.78 | ) | | | (0.44 | ) | | | (0.04 | ) | | | (0.04 | ) | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(3) | |
Total Distributions | | | — | | | | (0.78 | ) | | | (0.44 | ) | | | (0.04 | ) | | | (0.07 | ) | | | (0.01 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 20.91 | | | $ | 19.09 | | | $ | 12.53 | | | $ | 10.29 | | | $ | 12.06 | | | $ | 9.67 | | |
Total Return(4) | | | 9.48 | %(7) | | | 58.81 | % | | | 26.08 | % | | | (14.41 | )% | | | 25.46 | % | | | 2.63 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 24,892 | | | $ | 7,925 | | | $ | 1,191 | | | $ | 1,024 | | | $ | 1,102 | | | $ | 821 | | |
Ratio of Expenses Before Expense Limitation | | | 1.43 | %(8) | | | 1.82 | % | | | 2.04 | % | | | 1.93 | % | | | 2.01 | % | | | 1.96 | % | |
Ratio of Expenses After Expense Limitation | | | 1.40 | %(5)(8) | | | 1.50 | %(5) | | | 1.55 | %(5) | | | 1.55 | %(5) | | | 1.54 | %(5) | | | 1.53 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.40 | %(5)(8) | | | N/A | | | | 1.54 | %(5) | | | 1.54 | %(5) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (1.18 | )%(5)(8) | | | (1.13 | )%(5) | | | (0.45 | )%(5) | | | (0.04 | )%(5) | | | 0.18 | %(5) | | | (0.33 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 5 | %(7) | | | 57 | % | | | 58 | % | | | 47 | % | | | 79 | % | | | 45 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 18.37 | | | $ | 12.17 | | | $ | 10.08 | | | $ | 11.90 | | | $ | 9.59 | | | $ | 9.42 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.18 | ) | | | (0.27 | ) | | | (0.13 | ) | | | (0.09 | ) | | | (0.06 | ) | | | (0.10 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 1.85 | | | | 7.25 | | | | 2.66 | | | | (1.69 | ) | | | 2.41 | | | | 0.28 | | |
Total from Investment Operations | | | 1.67 | | | | 6.98 | | | | 2.53 | | | | (1.78 | ) | | | 2.35 | | | | 0.18 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | (0.78 | ) | | | (0.44 | ) | | | (0.04 | ) | | | (0.04 | ) | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(3) | |
Total Distributions | | | — | | | | (0.78 | ) | | | (0.44 | ) | | | (0.04 | ) | | | (0.04 | ) | | | (0.01 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 20.04 | | | $ | 18.37 | | | $ | 12.17 | | | $ | 10.08 | | | $ | 11.90 | | | $ | 9.59 | | |
Total Return(4) | | | 9.09 | %(7) | | | 57.59 | % | | | 25.14 | % | | | (15.02 | )% | | | 24.53 | % | | | 1.89 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8,793 | | | $ | 3,395 | | | $ | 1,007 | | | $ | 780 | | | $ | 926 | | | $ | 587 | | |
Ratio of Expenses Before Expense Limitation | | | 2.19 | %(8) | | | 2.63 | % | | | 2.82 | % | | | 2.75 | % | | | 2.80 | % | | | 3.08 | % | |
Ratio of Expenses After Expense Limitation | | | 2.16 | %(5)(8) | | | 2.29 | %(5) | | | 2.30 | %(5) | | | 2.30 | %(5) | | | 2.29 | %(5) | | | 2.28 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.16 | %(5)(8) | | | N/A | | | | 2.29 | %(5) | | | 2.29 | %(5) | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.94 | )%(5)(8) | | | (1.88 | )%(5) | | | (1.18 | )%(5) | | | (0.83 | )%(5) | | | (0.49 | )%(5) | | | (0.99 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 5 | %(7) | | | 57 | % | | | 58 | % | | | 47 | % | | | 79 | % | | | 45 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 19.45 | | | $ | 12.71 | | | $ | 10.38 | | | $ | 12.14 | | | $ | 9.73 | | | $ | 9.45 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.09 | ) | | | (0.09 | ) | | | 0.00 | (3) | | | 0.04 | | | | 0.08 | | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | 1.98 | | | | 7.61 | | | | 2.77 | | | | (1.74 | ) | | | 2.45 | | | | 0.29 | | |
Total from Investment Operations | | | 1.89 | | | | 7.52 | | | | 2.77 | | | | (1.70 | ) | | | 2.53 | | | | 0.29 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.02 | ) | | | (0.08 | ) | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | (0.78 | ) | | | (0.44 | ) | | | (0.04 | ) | | | (0.04 | ) | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(3) | |
Total Distributions | | | — | | | | (0.78 | ) | | | (0.44 | ) | | | (0.06 | ) | | | (0.12 | ) | | | (0.01 | ) | |
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 | | $ | 21.34 | | | $ | 19.45 | | | $ | 12.71 | | | $ | 10.38 | | | $ | 12.14 | | | $ | 9.73 | | |
Total Return(4) | | | 9.72 | %(7) | | | 59.39 | % | | | 26.73 | % | | | (14.03 | )% | | | 26.02 | % | | | 3.09 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 44,837 | | | $ | 27,230 | | | $ | 19,838 | | | $ | 12,779 | | | $ | 14,868 | | | $ | 88,880 | | |
Ratio of Expenses Before Expense Limitation | | | 1.13 | %(8) | | | 1.42 | % | | | 1.53 | % | | | 1.44 | % | | | 1.42 | % | | | 1.31 | % | |
Ratio of Expenses After Expense Limitation | | | 1.10 | %(5)(8) | | | 1.09 | %(5) | | | 1.10 | %(5) | | | 1.10 | %(5) | | | 1.09 | %(5) | | | 1.08 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.10 | %(5)(8) | | | N/A | | | | 1.09 | %(5) | | | 1.09 | %(5) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.89 | )%(5)(8) | | | (0.65 | )%(5) | | | 0.00 | %(5)(6) | | | 0.38 | %(5) | | | 0.72 | %(5) | | | (0.00 | )%(5)(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | |
Portfolio Turnover Rate | | | 5 | %(7) | | | 57 | % | | | 58 | % | | | 47 | % | | | 79 | % | | | 45 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Leaders Portfolio
| | Class IR | |
Selected Per Share Data and Ratios | | Period from April 12, 2021(1) to June 30, 2021 (unaudited) | |
Net Asset Value, Beginning of Period | | $ | 19.37 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.03 | ) | |
Net Realized and Unrealized Gain | | | 2.00 | | |
Total from Investment Operations | | | 1.97 | | |
Redemption Fees | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 21.34 | | |
Total Return(4) | | | 10.17 | %(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 14.47 | %(6) | |
Ratio of Expenses After Expense Limitation | | | 1.10 | %(6) | |
Ratio of Net Investment Loss | | | (0.79 | )%(6) | |
Portfolio Turnover Rate | | | 5 | %(5) | |
(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.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Emerging Markets Leaders Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers five classes of shares — Class I, Class A, Class C, Class IS and Class IR. On April 12, 2021, the Fund commenced offering Class IR shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if
such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE").
If developments occur during such periods that are expected to materially affect the value of such securities, such
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair
value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
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 | | $ | 14,645 | | | $ | — | | | $ | — | | | $ | 14,645 | | |
Beverages | | | 6,952 | | | | — | | | | — | | | | 6,952 | | |
Chemicals | | | 15,494 | | | | — | | | | — | | | | 15,494 | | |
Consumer Finance | | | 15,034 | | | | — | | | | — | | | | 15,034 | | |
Diversified Consumer Services | | | 3,936 | | | | — | | | | — | | | | 3,936 | | |
Electrical Equipment | | | 6,291 | | | | — | | | | — | | | | 6,291 | | |
Entertainment | | | 34,148 | | | | — | | | | — | | | | 34,148 | | |
Health Care Providers & Services | | | 9,525 | | | | — | | | | — | | | | 9,525 | | |
Information Technology Services | | | 16,906 | | | | — | | | | — | | | | 16,906 | | |
Insurance | | | 3,630 | | | | — | | | | — | | | | 3,630 | | |
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Interactive Media & Services | | $ | 13,998 | | | $ | — | | | $ | — | | | $ | 13,998 | | |
Internet & Direct Marketing Retail | | | 55,798 | | | | — | | | | — | | | | 55,798 | | |
Personal Products | | | 3,556 | | | | — | | | | — | | | | 3,556 | | |
Real Estate Management & Development | | | 3,146 | | | | — | | | | — | | | | 3,146 | | |
Semiconductors & Semiconductor Equipment | | | 38,199 | | | | — | | | | — | | | | 38,199 | | |
Software | | | 8,595 | | | | — | | | | — | | | | 8,595 | | |
Textiles, Apparel & Luxury Goods | | | 26,657 | | | | — | | | | — | | | | 26,657 | | |
Total Common Stocks | | | 276,510 | | | | — | | | | — | | | | 276,510 | | |
Short-Term Investment | |
Investment Company | | | 5,566 | | | | — | | | | — | | | | 5,566 | | |
Total Assets | | $ | 282,076 | | | $ | — | | | $ | — | | | $ | 282,076 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign
Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign
currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income
tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Redemption Fees: The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class C shares, Class IS 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.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
5. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
6. Dividends and Distributions to Shareholders:
Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
7. Security Transactions, Income and Expenses:
Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Over $1 billion | |
| 0.90 | % | | | 0.85 | % | |
For the six months ended June 30, 2021, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.87% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses,
excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.20% for Class I shares, 1.55% for Class A shares, 2.30% for Class C shares, 1.10% for Class IS shares and 1.10% for Class IR shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2021, approximately $26,000 of advisory fees were waived and 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.
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
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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 shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The
Company's dividend disbursing and transfer agent is DST
Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with
Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $151,995,000 and $9,763,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, advisory fees paid were reduced by approximately $3,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 5,488 | | | $ | 86,354 | | | $ | 86,276 | | | $ | 1 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 5,566 | | |
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, 2021, 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, 2021 (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, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 1,256 | | | $ | 2,930 | | | $ | — | | | $ | 1,705 | | |
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, 2020.
At December 31, 2020, 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) | |
$ | 205 | | | $ | 122 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The
interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 59.3%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one- three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's contractual management fee was higher than but close to its peer group average and 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.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIEMLSAN
3692229 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Emerging Markets Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 8 | | |
Statements of Changes in Net Assets | | | 9 | | |
Financial Highlights | | | 11 | | |
Notes to Financial Statements | | | 17 | | |
Investment Advisory Agreement Approval | | | 24 | | |
Liquidity Risk Management Program | | | 26 | | |
U.S. Customer Privacy Notice | | | 27 | | |
Director and Officer Information | | | 30 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,091.60 | | | $ | 1,019.59 | | | $ | 5.45 | | | $ | 5.26 | | | | 1.05 | % | |
Emerging Markets Portfolio Class A | | | 1,000.00 | | | | 1,089.90 | | | | 1,018.10 | | | | 7.00 | | | | 6.76 | | | | 1.35 | | |
Emerging Markets Portfolio Class L | | | 1,000.00 | | | | 1,087.00 | | | | 1,015.37 | | | | 9.83 | | | | 9.49 | | | | 1.90 | | |
Emerging Markets Portfolio Class C | | | 1,000.00 | | | | 1,085.80 | | | | 1,014.13 | | | | 11.12 | | | | 10.74 | | | | 2.15 | | |
Emerging Markets Portfolio Class IS | | | 1,000.00 | | | | 1,092.00 | | | | 1,020.08 | | | | 4.93 | | | | 4.76 | | | | 0.95 | | |
Emerging Markets Portfolio Class IR | | | 1,000.00 | | | | 1,092.00 | | | | 1,020.08 | | | | 4.93 | | | | 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, 2021 (unaudited)
Portfolio of Investments
Emerging Markets Portfolio
| | Shares | | Value (000) | |
Common Stocks (99.1%) | |
Argentina (1.3%) | |
Globant SA (a) | | | 47,361 | | | $ | 10,381 | | |
Brazil (5.8%) | |
Hapvida Participacoes e Investimentos SA | | | 2,813,241 | | | | 8,716 | | |
Localiza Rent a Car SA | | | 527,839 | | | | 6,792 | | |
Lojas Renner SA | | | 1,223,517 | | | | 10,881 | | |
Pagseguro Digital Ltd., Class A (a)(b) | | | 83,999 | | | | 4,697 | | |
Petroleo Brasileiro SA | | | 1,226,146 | | | | 7,467 | | |
Petroleo Brasileiro SA (Preference) | | | 1,321,453 | | | | 7,819 | | |
| | | 46,372 | | |
China (22.9%) | |
Alibaba Group Holding Ltd. (a)(c) | | | 1,002,172 | | | | 28,396 | | |
Anhui Conch Cement Co., Ltd., Class A | | | 840,067 | | | | 5,337 | | |
China Construction Bank Corp. H Shares (c) | | | 12,988,120 | | | | 10,221 | | |
China Mengniu Dairy Co., Ltd. (a)(c) | | | 1,697,000 | | | | 10,262 | | |
China Resources Beer Holdings Co., Ltd. (c) | | | 1,560,000 | | | | 14,014 | | |
Jiangsu Hengrui Medicine Co., Ltd., Class A | | | 243,859 | | | | 2,565 | | |
Kweichow Moutai Co., Ltd., Class A | | | 60,049 | | | | 19,114 | | |
Meituan, Class B (a)(c) | | | 168,600 | | | | 6,957 | | |
New Oriental Education & Technology Group, Inc. ADR (a) | | | 552,205 | | | | 4,523 | | |
Ping An Insurance Group Co. of China Ltd., Class A | | | 416,674 | | | | 4,145 | | |
Ping An Insurance Group Co. of China Ltd. H Shares (c) | | | 268,000 | | | | 2,625 | | |
Shenzhou International Group Holdings Ltd. (c) | | | 561,300 | | | | 14,177 | | |
TAL Education Group ADR (a) | | | 79,627 | | | | 2,009 | | |
Tencent Holdings Ltd. (c) | | | 715,300 | | | | 53,802 | | |
Wuxi Biologics Cayman, Inc. (a)(c) | | | 284,500 | | | | 5,214 | | |
| | | 183,361 | | |
Germany (1.0%) | |
Infineon Technologies AG | | | 200,769 | | | | 8,051 | | |
Hong Kong (1.0%) | |
Hong Kong Exchanges & Clearing Ltd. | | | 136,100 | | | | 8,112 | | |
India (9.3%) | |
Asian Paints Ltd. | | | 126,911 | | | | 5,110 | | |
Bharti Airtel Ltd. | | | 705,533 | | | | 4,989 | | |
Eicher Motors Ltd. (a) | | | 82,273 | | | | 2,957 | | |
HDFC Bank Ltd. ADR (a) | | | 89,188 | | | | 6,521 | | |
Housing Development Finance Corp., Ltd. | | | 288,282 | | | | 9,600 | | |
ICICI Bank Ltd. (a) | | | 1,184,999 | | | | 10,058 | | |
ICICI Prudential Life Insurance Co., Ltd. | | | 626,008 | | | | 5,160 | | |
Infosys Ltd. | | | 357,609 | | | | 7,605 | | |
Infosys Ltd. ADR | | | 135,891 | | | | 2,880 | | |
Mahindra & Mahindra Ltd. | | | 408,467 | | | | 4,274 | | |
Reliance Industries Ltd. | | | 538,851 | | | | 11,830 | | |
Shree Cement Ltd. (a) | | | 9,326 | | | | 3,451 | | |
| | | 74,435 | | |
Indonesia (1.0%) | |
Bank Central Asia Tbk PT | | | 3,974,700 | | | | 8,258 | | |
| | Shares | | Value (000) | |
Korea, Republic of (11.1%) | |
Hyundai Motor Co. | | | 15,677 | | | $ | 3,334 | | |
Kakao Corp. | | | 99,531 | | | | 14,406 | | |
Kia Motors Corp. | | | 39,459 | | | | 3,139 | | |
LG Chem Ltd. | | | 4,933 | | | | 3,723 | | |
NAVER Corp. | | | 12,712 | | | | 4,713 | | |
Samsung Biologics Co., Ltd. (a) | | | 5,685 | | | | 4,246 | | |
Samsung Electronics Co., Ltd. | | | 613,913 | | | | 43,993 | | |
Samsung SDI Co., Ltd. | | | 10,318 | | | | 6,395 | | |
SK Hynix, Inc. | | | 45,072 | | | | 5,103 | | |
| | | 89,052 | | |
Mexico (1.6%) | |
Grupo Aeroportuario del Centro Norte SAB de CV (a) | | | 1,565,491 | | | | 10,255 | | |
Grupo Aeroportuario del Sureste SAB de CV, Class B (a) | | | 135,679 | | | | 2,498 | | |
| | | 12,753 | | |
Netherlands (2.1%) | |
ASML Holding N.V. | | | 24,556 | | | | 16,964 | | |
Panama (1.0%) | |
Copa Holdings SA, Class A (a) | | | 111,179 | | | | 8,375 | | |
Poland (2.1%) | |
Allegro.eu SA (a) | | | 308,556 | | | | 5,310 | | |
LPP SA (a) | | | 3,301 | | | | 11,142 | | |
| | | 16,452 | | |
Russia (8.7%) | |
Fix Price Group Ltd. GDR (a) | | | 310,119 | | | | 2,714 | | |
Fix Price Group Ltd. GDR (Euroclear) (a) | | | 98,708 | | | | 864 | | |
LUKOIL PJSC ADR | | | 99,196 | | | | 9,187 | | |
Novatek PJSC (Registered GDR) | | | 54,747 | | | | 12,006 | | |
Novolipetsk Steel PJSC GDR | | | 295,973 | | | | 9,323 | | |
Ozon Holdings PLC ADR (a)(b) | | | 103,420 | | | | 6,062 | | |
TCS Group Holding PLC GDR | | | 204,110 | | | | 17,860 | | |
Yandex N.V., Class A (a) | | | 166,093 | | | | 11,751 | | |
| | | 69,767 | | |
Singapore (1.7%) | |
Sea Ltd. ADR (a) | | | 48,623 | | | | 13,352 | | |
South Africa (5.3%) | |
Anglo American Platinum Ltd. | | | 60,300 | | | | 6,965 | | |
Anglo American PLC | | | 487,677 | | | | 19,446 | | |
Capitec Bank Holdings Ltd. | | | 80,545 | | | | 9,512 | | |
Clicks Group Ltd. (b) | | | 358,142 | | | | 6,162 | | |
| | | 42,085 | | |
Taiwan (14.9%) | |
Airtac International Group | | | 137,000 | | | | 5,286 | | |
ASE Technology Holding Co., Ltd. | | | 3,006,626 | | | | 12,086 | | |
Delta Electronics, Inc. | | | 1,368,000 | | | | 14,877 | | |
MediaTek, Inc. | | | 171,000 | | | | 5,904 | | |
Novatek Microelectronics Corp. | | | 222,000 | | | | 3,976 | | |
Silergy Corp. | | | 41,000 | | | | 5,577 | | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 3,348,205 | | | | 71,500 | | |
| | | 119,206 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Emerging Markets Portfolio
| | Shares | | Value (000) | |
United Kingdom (2.8%) | |
Avast PLC | | | 1,067,889 | | | $ | 7,235 | | |
Mondi PLC | | | 562,829 | | | | 14,820 | | |
| | | 22,055 | | |
United States (5.5%) | |
Applied Materials, Inc. | | | 50,622 | | | | 7,208 | | |
EPAM Systems, Inc. (a) | | | 20,256 | | | | 10,350 | | |
Lam Research Corp. | | | 10,353 | | | | 6,737 | | |
MercadoLibre, Inc. (a) | | | 7,464 | | | | 11,627 | | |
NIKE, Inc., Class B | | | 50,396 | | | | 7,786 | | |
| | | 43,708 | | |
Total Common Stocks (Cost $467,283) | | | 792,739 | | |
Short-Term Investments (1.5%) | |
Investment Company (0.8%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $6,363) | | | 6,362,514 | | | | 6,363 | | |
Securities held as Collateral on Loaned Securities (0.7%) | |
Investment Company (0.7%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $5,987) | | | 5,987,080 | | | | 5,987 | | |
Total Short-Term Investments (Cost $12,350) | | | 12,350 | | |
Total Investments (100.6%) (Cost $479,633) Including $15,418 of Securities Loaned (d) | | | 805,089 | | |
Liabilities in Excess of Other Assets (–0.6%) | | | (4,842 | ) | |
Net Assets (100.0%) | | $ | 800,247 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2021.
(c) Security trades on the Hong Kong exchange.
(d) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $330,432,000 and the aggregate gross unrealized depreciation is approximately $4,976,000, resulting in net unrealized appreciation of approximately $325,456,000.
ADR American Depositary Receipt.
GDR Global Depositary Receipt.
PJSC Public Joint Stock Company.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 44.8 | % | |
Semiconductors & Semiconductor Equipment | | | 17.9 | | |
Interactive Media & Services | | | 10.6 | | |
Banks | | | 7.8 | | |
Internet & Direct Marketing Retail | | | 7.3 | | |
Oil, Gas & Consumable Fuels | | | 6.1 | | |
Tech Hardware, Storage & Peripherals | | | 5.5 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2021.
** 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, 2021 (unaudited)
Emerging Markets Portfolio
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $467,283) | | $ | 792,739 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $12,350) | | | 12,350 | | |
Total Investments in Securities, at Value (Cost $479,633) | | | 805,089 | | |
Foreign Currency, at Value (Cost $4,965) | | | 5,069 | | |
Cash | | | 23 | | |
Dividends Receivable | | | 857 | | |
Tax Reclaim Receivable | | | 165 | | |
Receivable for Fund Shares Sold | | | 84 | | |
Receivable from Securities Lending Income | | | 2 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 194 | | |
Total Assets | | | 811,483 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 5,987 | | |
Deferred Capital Gain Country Tax | | | 1,758 | | |
Payable for Advisory Fees | | | 1,580 | | |
Payable for Investments Purchased | | | 1,403 | | |
Payable for Custodian Fees | | | 141 | | |
Payable for Fund Shares Redeemed | | | 108 | | |
Payable for Professional Fees | | | 45 | | |
Payable for Administration Fees | | | 40 | | |
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 Transfer Agency Fees | | | 10 | | |
Payable for Transfer Agency Fees — Class I | | | 9 | | |
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 IS | | | — | @ | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | 2 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 1 | | |
Other Liabilities | | | 124 | | |
Total Liabilities | | | 11,236 | | |
Net Assets | | $ | 800,247 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 460,523 | | |
Total Distributable Earnings | | | 339,724 | | |
Net Assets | | $ | 800,247 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Emerging Markets Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 322,550 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 11,005,168 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 29.31 | | |
CLASS A: | |
Net Assets | | $ | 9,060 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 318,097 | | |
Net Asset Value, Redemption Price Per Share | | $ | 28.48 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.58 | | |
Maximum Offering Price Per Share | | $ | 30.06 | | |
CLASS L: | |
Net Assets | | $ | 246 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 8,888 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 27.73 | | |
CLASS C: | |
Net Assets | | $ | 835 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 30,413 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 27.46 | | |
CLASS IS: | |
Net Assets | | $ | 467,543 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 15,947,955 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 29.32 | | |
CLASS IR: | |
Net Assets | | $ | 13 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 439 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 29.32 | | |
(1) Including: Securities on Loan, at Value: | | $ | 15,418 | | |
@ 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, 2021 (unaudited)
Emerging Markets Portfolio
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $823 of Foreign Taxes Withheld) | | $ | 5,024 | | |
Income from Securities Loaned — Net | | | 15 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 1 | | |
Total Investment Income | | | 5,040 | | |
Expenses: | |
Advisory Fees (Note B) | | | 3,217 | | |
Administration Fees (Note C) | | | 317 | | |
Custodian Fees (Note F) | | | 163 | | |
Sub Transfer Agency Fees — Class I | | | 143 | | |
Sub Transfer Agency Fees — Class A | | | 5 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Professional Fees | | | 74 | | |
Registration Fees | | | 36 | | |
Transfer Agency Fees — Class I (Note E) | | | 19 | | |
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 IS (Note E) | | | 1 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Shareholder Services Fees — Class A (Note D) | | | 11 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 1 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 4 | | |
Shareholder Reporting Fees | | | 14 | | |
Directors' Fees and Expenses | | | 5 | | |
Pricing Fees | | | 3 | | |
Other Expenses | | | 16 | | |
Total Expenses | | | 4,034 | | |
Waiver of Advisory Fees (Note B) | | | (84 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (4 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (— | @) | |
Reimbursement of Class Specific Expenses — Class IS (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Net Expenses | | | 3,943 | | |
Net Investment Income | | | 1,097 | | |
Realized Gain (Loss): | |
Investments Sold (Net of $(339) of Capital Gain Country Tax) | | | 54,834 | | |
Foreign Currency Translation | | | (126 | ) | |
Net Realized Gain | | | 54,708 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $579) | | | 11,610 | | |
Foreign Currency Translation | | | 111 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 11,721 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 66,429 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 67,526 | | |
@ 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, 2021
Emerging Markets Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 1,097 | | | $ | 4,207 | | |
Net Realized Gain (Loss) | | | 54,708 | | | | (28,725 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 11,721 | | | | 128,241 | | |
Net Increase in Net Assets Resulting from Operations | | | 67,526 | | | | 103,723 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (3,316 | ) | |
Class A | | | — | | | | (58 | ) | |
Class L | | | — | | | | (1 | ) | |
Class C | | | — | | | | (3 | ) | |
Class IS | | | — | | | | (5,074 | ) | |
Class IR | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (8,452 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 28,841 | | | | 61,286 | | |
Distributions Reinvested | | | — | | | | 3,187 | | |
Redeemed | | | (46,827 | ) | | | (73,298 | ) | |
Class A: | |
Subscribed | | | 1,734 | | | | 1,609 | | |
Distributions Reinvested | | | — | | | | 58 | | |
Redeemed | | | (1,337 | ) | | | (5,575 | ) | |
Class L: | |
Exchanged | | | 38 | | | | 50 | | |
Distributions Reinvested | | | — | | | | 1 | | |
Redeemed | | | (26 | ) | | | (54 | ) | |
Class C: | |
Subscribed | | | 282 | | | | 42 | | |
Distributions Reinvested | | | — | | | | 3 | | |
Redeemed | | | (26 | ) | | | (27 | ) | |
Class IS: | |
Subscribed | | | 24,830 | | | | 27,884 | | |
Distributions Reinvested | | | — | | | | 5,074 | | |
Redeemed | | | (36,632 | ) | | | (167,078 | ) | |
Class IR: | |
Distributions Reinvested | | | — | | | | — | @ | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (29,123 | ) | | | (146,838 | ) | |
Redemption Fees | | | — | @ | | | 12 | | |
Total Increase (Decrease) in Net Assets | | | 38,403 | | | | (51,555 | ) | |
Net Assets: | |
Beginning of Period | | | 761,844 | | | | 813,399 | | |
End of Period | | $ | 800,247 | | | $ | 761,844 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Emerging Markets Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 1,008 | | | | 3,098 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 121 | | |
Shares Redeemed | | | (1,653 | ) | | | (3,267 | ) | |
Net Decrease in Class I Shares Outstanding | | | (645 | ) | | | (48 | ) | |
Class A: | |
Shares Subscribed | | | 64 | | | | 75 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2 | | |
Shares Redeemed | | | (48 | ) | | | (260 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | 16 | | | | (183 | ) | |
Class L: | |
Shares Exchanged | | | 1 | | | | 2 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (— | @@) | | | (3 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | — | @@ | | | (1 | ) | |
Class C: | |
Shares Subscribed | | | 10 | | | | 2 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (1 | ) | | | (1 | ) | |
Net Increase in Class C Shares Outstanding | | | 9 | | | | 1 | | |
Class IS: | |
Shares Subscribed | | | 866 | | | | 1,282 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 193 | | |
Shares Redeemed | | | (1,321 | ) | | | (7,218 | ) | |
Net Decrease in Class IS Shares Outstanding | | | (455 | ) | | | (5,743 | ) | |
Class IR: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
@ 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, 2021
Financial Highlights
Emerging Markets Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 26.85 | | | $ | 23.69 | | | $ | 22.53 | | | $ | 27.95 | | | $ | 20.83 | | | $ | 19.68 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.03 | | | | 0.13 | | | | 0.41 | | | | 0.28 | | | | 0.19 | | | | 0.17 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.43 | | | | 3.32 | | | | 3.92 | | | | (5.15 | ) | | | 7.10 | | | | 1.15 | | |
Total from Investment Operations | | | 2.46 | | | | 3.45 | | | | 4.33 | | | | (4.87 | ) | | | 7.29 | | | | 1.32 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.14 | ) | | | (0.18 | ) | | | (0.35 | ) | | | (0.17 | ) | | | (0.17 | ) | |
Net Realized Gain | | | — | | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.29 | ) | | | (3.17 | ) | | | (0.55 | ) | | | (0.17 | ) | | | (0.17 | ) | |
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 | | $ | 29.31 | | | $ | 26.85 | | | $ | 23.69 | | | $ | 22.53 | | | $ | 27.95 | | | $ | 20.83 | | |
Total Return(4) | | | 9.16 | %(8) | | | 14.58 | % | | | 19.44 | % | | | (17.32 | )% | | | 34.97 | % | | | 6.73 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 322,550 | | | $ | 312,834 | | | $ | 277,114 | | | $ | 229,132 | | | $ | 342,400 | | | $ | 282,674 | | |
Ratio of Expenses Before Expense Limitation | | | 1.07 | %(9) | | | 1.10 | % | | | 1.16 | % | | | N/A | | | | 1.07 | % | | | 1.16 | % | |
Ratio of Expenses After Expense Limitation | | | 1.05 | %(5)(9) | | | 1.05 | %(5) | | | 1.05 | %(5) | | | 1.03 | %(5) | | | 1.04 | %(5) | | | 1.11 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.05 | %(5) | | | 1.05 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.22 | %(5)(9) | | | 0.58 | %(5) | | | 1.69 | %(5) | | | 1.08 | %(5) | | | 0.75 | %(5) | | | 0.83 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 15 | %(8) | | | 57 | % | | | 58 | % | | | 56 | % | | | 35 | % | | | 33 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Effective September 30, 2016, 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 September 30, 2016, the maximum ratio was 1.20% for Class I shares.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 26.13 | | | $ | 23.05 | | | $ | 21.99 | | | $ | 27.24 | | | $ | 20.31 | | | $ | 19.19 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.01 | ) | | | 0.05 | | | | 0.30 | | | | 0.20 | | | | 0.10 | | | | 0.11 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.36 | | | | 3.22 | | | | 3.85 | | | | (5.01 | ) | | | 6.92 | | | | 1.11 | | |
Total from Investment Operations | | | 2.35 | | | | 3.27 | | | | 4.15 | | | | (4.81 | ) | | | 7.02 | | | | 1.22 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.04 | ) | | | (0.10 | ) | | | (0.24 | ) | | | (0.09 | ) | | | (0.10 | ) | |
Net Realized Gain | | | — | | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.19 | ) | | | (3.09 | ) | | | (0.44 | ) | | | (0.09 | ) | | | (0.10 | ) | |
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 | | $ | 28.48 | | | $ | 26.13 | | | $ | 23.05 | | | $ | 21.99 | | | $ | 27.24 | | | $ | 20.31 | | |
Total Return(4) | | | 8.99 | %(8) | | | 14.21 | % | | | 19.08 | % | | | (17.58 | )% | | | 34.54 | % | | | 6.37 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 9,060 | | | $ | 7,907 | | | $ | 11,195 | | | $ | 13,605 | | | $ | 23,952 | | | $ | 18,824 | | |
Ratio of Expenses Before Expense Limitation | | | 1.37 | %(9) | | | 1.43 | % | | | 1.43 | % | | | N/A | | | | 1.40 | % | | | 1.48 | % | |
Ratio of Expenses After Expense Limitation | | | 1.35 | %(5)(9) | | | 1.38 | %(5) | | | 1.34 | %(5) | | | 1.34 | %(5) | | | 1.36 | %(5) | | | 1.45 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.38 | %(5) | | | 1.34 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.07 | )%(5)(9) | | | 0.24 | %(5) | | | 1.26 | %(5) | | | 0.78 | %(5) | | | 0.42 | %(5) | | | 0.55 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 15 | %(8) | | | 57 | % | | | 58 | % | | | 56 | % | | | 35 | % | | | 33 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Effective September 30, 2016, 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 September 30, 2016, the maximum ratio was 1.55% for Class A shares.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 25.51 | | | $ | 22.59 | | | $ | 21.64 | | | $ | 26.85 | | | $ | 20.08 | | | $ | 18.98 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.08 | ) | | | (0.08 | ) | | | 0.17 | | | | 0.05 | | | | (0.01 | ) | | | 0.00 | (3) | |
Net Realized and Unrealized Gain (Loss) | | | 2.30 | | | | 3.15 | | | | 3.77 | | | | (4.91 | ) | | | 6.80 | | | | 1.10 | | |
Total from Investment Operations | | | 2.22 | | | | 3.07 | | | | 3.94 | | | | (4.86 | ) | | | 6.79 | | | | 1.10 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.15 | ) | | | (0.02 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.15 | ) | | | (2.99 | ) | | | (0.35 | ) | | | (0.02 | ) | | | — | | |
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 | | $ | 27.73 | | | $ | 25.51 | | | $ | 22.59 | | | $ | 21.64 | | | $ | 26.85 | | | $ | 20.08 | | |
Total Return(4) | | | 8.70 | %(8) | | | 13.65 | % | | | 18.37 | % | | | (18.03 | )% | | | 33.80 | % | | | 5.80 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 246 | | | $ | 215 | | | $ | 210 | | | $ | 292 | | | $ | 253 | | | $ | 239 | | |
Ratio of Expenses Before Expense Limitation | | | 2.52 | %(9) | | | 3.06 | % | | | 2.47 | % | | | 2.55 | % | | | 2.54 | % | | | 2.69 | % | |
Ratio of Expenses After Expense Limitation | | | 1.90 | %(5)(9) | | | 1.90 | %(5) | | | 1.90 | %(5) | | | 1.89 | %(5) | | | 1.90 | %(5) | | | 2.01 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.90 | %(5) | | | 1.90 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.62 | )%(5)(9) | | | (0.40 | )%(5) | | | 0.73 | %(5) | | | 0.20 | %(5) | | | (0.03 | )%(5) | | | 0.00 | %(5)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 15 | %(8) | | | 57 | % | | | 58 | % | | | 56 | % | | | 35 | % | | | 33 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Effective September 30, 2016, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.90% for Class L shares. Prior to September 30, 2016, the maximum ratio was 2.05% for Class L shares.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 25.29 | | | $ | 22.45 | | | $ | 21.57 | | | $ | 26.66 | | | $ | 19.99 | | | $ | 18.95 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.12 | ) | | | (0.11 | ) | | | 0.11 | | | | 0.04 | | | | (0.09 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.29 | | | | 3.10 | | | | 3.76 | | | | (4.93 | ) | | | 6.78 | | | | 1.09 | | |
Total from Investment Operations | | | 2.17 | | | | 2.99 | | | | 3.87 | | | | (4.89 | ) | | | 6.69 | | | | 1.05 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.00 | )(3) | | | (0.02 | ) | | | (0.01 | ) | |
Net Realized Gain | | | — | | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | | | (0.02 | ) | | | (0.01 | ) | |
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 | | $ | 27.46 | | | $ | 25.29 | | | $ | 22.45 | | | $ | 21.57 | | | $ | 26.66 | | | $ | 19.99 | | |
Total Return(4) | | | 8.58 | %(8) | | | 13.32 | % | | | 18.16 | % | | | (18.26 | )% | | | 33.45 | % | | | 5.56 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 835 | | | $ | 530 | | | $ | 454 | | | $ | 309 | | | $ | 817 | | | $ | 608 | | |
Ratio of Expenses Before Expense Limitation | | | 2.28 | %(9) | | | 2.60 | % | | | 2.58 | % | | | 2.37 | % | | | 2.30 | % | | | 2.58 | % | |
Ratio of Expenses After Expense Limitation | | | 2.15 | %(5)(9) | | | 2.15 | %(5) | | | 2.15 | %(5) | | | 2.14 | %(5) | | | 2.15 | %(5) | | | 2.24 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.15 | %(5) | | | 2.15 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.87 | )%(5)(9) | | | (0.53 | )%(5) | | | 0.47 | %(5) | | | 0.17 | %(5) | | | (0.36 | )%(5) | | | (0.19 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 15 | %(8) | | | 57 | % | | | 58 | % | | | 56 | % | | | 35 | % | | | 33 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Effective September 30, 2016, 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 September 30, 2016, the maximum ratio was 2.30% for Class C shares.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 26.85 | | | $ | 23.68 | | | $ | 22.52 | | | $ | 27.96 | | | $ | 20.83 | | | $ | 19.68 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.05 | | | | 0.15 | | | | 0.36 | | | | 0.31 | | | | 0.21 | | | | 0.21 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.42 | | | | 3.33 | | | | 4.00 | | | | (5.17 | ) | | | 7.11 | | | | 1.12 | | |
Total from Investment Operations | | | 2.47 | | | | 3.48 | | | | 4.36 | | | | (4.86 | ) | | | 7.32 | | | | 1.33 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.16 | ) | | | (0.21 | ) | | | (0.38 | ) | | | (0.19 | ) | | | (0.18 | ) | |
Net Realized Gain | | | — | | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.31 | ) | | | (3.20 | ) | | | (0.58 | ) | | | (0.19 | ) | | | (0.18 | ) | |
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 | | $ | 29.32 | | | $ | 26.85 | | | $ | 23.68 | | | $ | 22.52 | | | $ | 27.96 | | | $ | 20.83 | | |
Total Return(4) | | | 9.20 | %(8) | | | 14.73 | % | | | 19.58 | % | | | (17.25 | )% | | | 35.09 | % | | | 6.79 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 467,543 | | | $ | 440,346 | | | $ | 524,416 | | | $ | 797,029 | | | $ | 1,034,348 | | | $ | 657,106 | | |
Ratio of Expenses Before Expense Limitation | | | 0.97 | %(9) | | | 1.00 | % | | | 1.04 | % | | | N/A | | | | 0.98 | % | | | 1.07 | % | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(9) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.92 | %(5) | | | 0.95 | %(5) | | | 1.04 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.95 | %(5) | | | 0.95 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.32 | %(5)(9) | | | 0.67 | %(5) | | | 1.47 | %(5) | | | 1.21 | %(5) | | | 0.82 | %(5) | | | 0.99 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.01 | % | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 15 | %(8) | | | 57 | % | | | 58 | % | | | 56 | % | | | 35 | % | | | 33 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Effective September 30, 2016, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.95% for Class IS shares. Prior to September 30, 2016, the maximum ratio was 1.10% for Class IS shares.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 26.85 | | | $ | 23.68 | | | $ | 22.54 | | | $ | 26.23 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.05 | | | | 0.12 | | | | 0.40 | | | | 0.20 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.42 | | | | 3.36 | | | | 3.94 | | | | (3.31 | ) | |
Total from Investment Operations | | | 2.47 | | | | 3.48 | | | | 4.34 | | | | (3.11 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.16 | ) | | | (0.21 | ) | | | (0.38 | ) | |
Net Realized Gain | | | — | | | | (0.15 | ) | | | (2.99 | ) | | | (0.20 | ) | |
Total Distributions | | | — | | | | (0.31 | ) | | | (3.20 | ) | | | (0.58 | ) | |
Redemption Fees | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 29.32 | | | $ | 26.85 | | | $ | 23.68 | | | $ | 22.54 | | |
Total Return(4) | | | 9.20 | %(7) | | | 14.73 | % | | | 19.53 | % | | | (11.82 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 13 | | | $ | 12 | | | $ | 10 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 14.76 | %(8) | | | 21.21 | % | | | 21.52 | % | | | 19.46 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(8) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.93 | %(5)(8) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.95 | %(5) | | | 0.95 | %(5) | | | N/A | | |
Ratio of Net Investment Income | | | 0.33 | %(5)(8) | | | 0.55 | %(5) | | | 1.62 | %(5) | | | 1.56 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | (0.01 | )%(8) | |
Portfolio Turnover Rate | | | 15 | %(7) | | | 57 | % | | | 58 | % | | | 56 | % | |
(1) Commencement of Offering.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Emerging Markets Portfolio. The Fund seeks long-term capital appreciation by investing primarily in growth-oriented equity securities of issuers in emerging market countries.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class IS 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.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the
market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources
independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Airlines | | $ | 8,375 | | | $ | — | | | $ | — | | | $ | 8,375 | | |
Automobiles | | | 13,704 | | | | — | | | | — | | | | 13,704 | | |
Banks | | | 62,430 | | | | — | | | | — | | | | 62,430 | | |
Beverages | | | 33,128 | | | | — | | | | — | | | | 33,128 | | |
Capital Markets | | | 8,112 | | | | — | | | | — | | | | 8,112 | | |
Chemicals | | | 8,833 | | | | — | | | | — | | | | 8,833 | | |
Construction Materials | | | 8,788 | | | | — | | | | — | | | | 8,788 | | |
Diversified Consumer Services | | | 6,532 | | | | — | | | | — | | | | 6,532 | | |
Electronic Equipment, Instruments & Components | | | 21,272 | | | | — | | | | — | | | | 21,272 | | |
Entertainment | | | 13,352 | | | | — | | | | — | | | | 13,352 | | |
Food & Staples Retailing | | | 6,162 | | | | — | | | | — | | | | 6,162 | | |
Food Products | | | 10,262 | | | | — | | | | — | | | | 10,262 | | |
Health Care Providers & Services | | | 8,716 | | | | — | | | | — | | | | 8,716 | | |
Information Technology Services | | | 35,913 | | | | — | | | | — | | | | 35,913 | | |
Insurance | | | 11,930 | | | | — | | | | — | | | | 11,930 | | |
Interactive Media & Services | | | 84,672 | | | | — | | | | — | | | | 84,672 | | |
Internet & Direct Marketing Retail | | | 58,352 | | | | — | | | | — | | | | 58,352 | | |
Life Sciences Tools & Services | | | 9,460 | | | | — | | | | — | | | | 9,460 | | |
Machinery | | | 5,286 | | | | — | | | | — | | | | 5,286 | | |
Metals & Mining | | | 35,734 | | | | — | | | | — | | | | 35,734 | | |
Multi-Line Retail | | | 11,745 | | | | 2,714 | | | | — | | | | 14,459 | | |
Oil, Gas & Consumable Fuels | | | 48,309 | | | | — | | | | — | | | | 48,309 | | |
Paper & Forest Products | | | 14,820 | | | | — | | | | — | | | | 14,820 | | |
Pharmaceuticals | | | 2,565 | | | | — | | | | — | | | | 2,565 | | |
Road & Rail | | | 6,792 | | | | — | | | | — | | | | 6,792 | | |
Semiconductors & Semiconductor Equipment | | | 143,106 | | | | — | | | | — | | | | 143,106 | | |
Software | | | 7,235 | | | | — | | | | — | | | | 7,235 | | |
Tech Hardware, Storage & Peripherals | | | 43,993 | | | | — | | | | — | | | | 43,993 | | |
Textiles, Apparel & Luxury Goods | | | 33,105 | | | | — | | | | — | | | | 33,105 | | |
Thrifts & Mortgage Finance | | | 9,600 | | | | — | | | | — | | | | 9,600 | | |
Transportation Infrastructure | | | 12,753 | | | | — | | | | — | | | | 12,753 | | |
Wireless Telecommunication Services | | | 4,989 | | | | — | | | | — | | | | 4,989 | | |
Total Common Stocks | | | 790,025 | | | | 2,714 | | | | — | | | | 792,739 | | |
Short-Term Investments | |
Investment Company | | | 12,350 | | | | — | | | | — | | | | 12,350 | | |
Total Assets | | $ | 802,375 | | | $ | 2,714 | | | $ | — | | | $ | 805,089 | | |
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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less
than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2021:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 15,418 | (a) | | $ | — | | | $ | (15,418 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $5,987,000, 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 $10,087,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.
(c) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2021:
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 | | $ | 5,987 | | | $ | — | | | $ | — | | | $ | — | | | $ | 5,987 | | |
Total Borrowings | | $ | 5,987 | | | $ | — | | | $ | — | | | $ | — | | | $ | 5,987 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 5,987 | | |
5. Redemption Fees: The Fund will assess a 2% redemption fee, on Class I shares, Class A shares, Class L shares, Class C shares, Class IS shares and Class IR shares which
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $500 million | | Next $500 million | | Next $1.5 billion | | Over $2.5 billion | |
| 0.85 | % | | | 0.75 | % | | | 0.70 | % | | | 0.65 | % | |
For the six months ended June 30, 2021, 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 1.05% 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 IS 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, 2021, approximately $84,000 of advisory fees were waived and approximately $3,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, 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, 2021 (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 shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $114,991,000 and $143,523,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 8,941 | | | $ | 87,120 | | | $ | 83,711 | | | $ | 1 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 12,350 | | |
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, 2021, 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,
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 4,274 | | | $ | 4,178 | | | $ | 6,000 | | | $ | 91,318 | | |
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, 2020.
At December 31, 2020, 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) | |
$ | 6,770 | | | $ | — | | |
At December 31, 2020, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $24,243,000 and $12,199,000, respectively, that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 65.1%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIEMSAN
3692186 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Emerging Markets Small Cap Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 9 | | |
Notes to Financial Statements | | | 13 | | |
Investment Advisory Agreement Approval | | | 20 | | |
Liquidity Risk Management Program | | | 22 | | |
U.S. Customer Privacy Notice | | | 23 | | |
Director and Officer Information | | | 26 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Emerging Markets Small Cap 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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Expense Example
Emerging Markets Small Cap 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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Emerging Markets Small Cap Portfolio Class I | | $ | 1,000.00 | | | $ | 1,168.50 | | | $ | 1,018.35 | | | $ | 6.99 | | | $ | 6.51 | | | | 1.30 | % | |
Emerging Markets Small Cap Portfolio Class A | | | 1,000.00 | | | | 1,166.80 | | | | 1,016.61 | | | | 8.86 | | | | 8.25 | | | | 1.65 | | |
Emerging Markets Small Cap Portfolio Class C | | | 1,000.00 | | | | 1,162.00 | | | | 1,012.89 | | | | 12.87 | | | | 11.98 | | | | 2.40 | | |
Emerging Markets Small Cap Portfolio Class IS | | | 1,000.00 | | | | 1,169.40 | | | | 1,018.60 | | | | 6.72 | | | | 6.26 | | | | 1.25 | | |
* 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, 2021 (unaudited)
Portfolio of Investments
Emerging Markets Small Cap Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.9%) | |
Brazil (11.8%) | |
Afya Ltd., Class A (a) | | | 63,023 | | | $ | 1,625 | | |
Ambipar Participacoes e Empreendimentos S/A | | | 308,840 | | | | 2,825 | | |
Boa Vista Serviscos SA | | | 929,345 | | | | 2,053 | | |
Enjoei.com.br Atividades de Internet SA (a) | | | 366,705 | | | | 757 | | |
Neogrid Participacoes SA | | | 653,273 | | | | 751 | | |
Pet Center Comercio e Participacoes SA | | | 239,392 | | | | 1,240 | | |
TOTVS SA | | | 229,537 | | | | 1,738 | | |
Vasta Platform Ltd. (a) | | | 112,798 | | | | 916 | | |
| | | 11,905 | | |
China (11.6%) | |
360 DigiTech, Inc. (a) | | | 77,144 | | | | 3,228 | | |
Archosaur Games, Inc. (b) | | | 532,000 | | | | 1,017 | | |
Baozun, Inc., Class A (a)(b) | | | 88,766 | | | | 1,103 | | |
China New Higher Education Group Ltd. (b)(c) | | | 2,786,000 | | | | 1,909 | | |
Jiangsu Nhwa Pharmaceutical Co. Ltd., Class A | | | 407,908 | | | | 969 | | |
Sichuan Swellfun Co. Ltd., Class A | | | 50,800 | | | | 993 | | |
Yeahka Ltd. (a)(b)(c) | | | 155,200 | | | | 976 | | |
Zhou Hei Ya International Holdings Co., Ltd. (a)(b) | | | 1,306,000 | | | | 1,566 | | |
| | | 11,761 | | |
Egypt (4.1%) | |
Cairo Investment & Real Estate Development Co. SAE | | | 1,655,254 | | | | 1,180 | | |
Edita Food Industries SAE | | | 3,287,647 | | | | 1,707 | | |
Fawry for Banking & Payment Technology Services SAE (a) | | | 1,071,319 | | | | 1,289 | | |
| | | 4,176 | | |
India (15.3%) | |
Blue Star Ltd. (a) | | | 84,347 | | | | 926 | | |
Can Fin Homes Ltd. | | | 264,800 | | | | 1,865 | | |
Cholamandalam Investment and Finance Co., Ltd. | | | 186,846 | | | | 1,290 | | |
Dr Lal PathLabs Ltd. | | | 28,418 | | | | 1,251 | | |
Happiest Minds Technologies Ltd. | | | 244,328 | | | | 3,301 | | |
Home First Finance Co. India Ltd. (a) | | | 189,145 | | | | 1,377 | | |
Indiamart Intermesh Ltd. (a) | | | 11,695 | | | | 1,100 | | |
Info Edge India Ltd. | | | 13,145 | | | | 869 | | |
TCI Express Ltd. | | | 72,331 | | | | 1,401 | | |
VA Tech Wabag Ltd. (a) | | | 241,530 | | | | 1,136 | | |
Varun Beverages Ltd. | | | 96,358 | | | | 946 | | |
| | | 15,462 | | |
Indonesia (3.2%) | |
Bank BTPN Syariah Tbk PT | | | 7,831,900 | | | | 1,556 | | |
Map Aktif Adiperkasa PT (a) | | | 5,706,300 | | | | 728 | | |
Mitra Keluarga Karyasehat Tbk PT | | | 4,704,000 | | | | 908 | | |
| | | 3,192 | | |
Kazakhstan (1.4%) | |
NAC Kazatomprom JSC GDR | | | 50,014 | | | | 1,450 | | |
Korea, Republic of (12.6%) | |
AfreecaTV Co., Ltd. (c) | | | 29,939 | | | | 3,164 | | |
Hyundai Ezwel Co., Ltd. | | | 123,928 | | | | 1,299 | | |
| | Shares | | Value (000) | |
KINX, Inc. | | | 23,653 | | | $ | 1,432 | | |
Nasmedia Co., Ltd. | | | 38,588 | | | | 1,417 | | |
Settle Bank, Inc. (Korea) | | | 62,531 | | | | 1,932 | | |
Studio Dragon Corp. (a) | | | 19,862 | | | | 1,690 | | |
Webcash Corp. | | | 54,540 | | | | 1,736 | | |
| | | 12,670 | | |
Pakistan (0.4%) | |
MCB Bank Ltd. | | | 364,025 | | | | 372 | | |
Philippines (2.3%) | |
Converge ICT Solutions, Inc. (a) | | | 4,927,400 | | | | 2,291 | | |
Poland (6.2%) | |
11 bit studios SA (a) | | | 9,342 | | | | 1,169 | | |
Grupa Kety SA | | | 16,823 | | | | 2,864 | | |
LiveChat Software SA | | | 62,374 | | | | 2,254 | | |
| | | 6,287 | | |
Russia (3.5%) | |
Detsky Mir PJSC | | | 482,173 | | | | 995 | | |
Ozon Holdings PLC ADR (a) | | | 43,100 | | | | 2,527 | | |
| | | 3,522 | | |
Saudi Arabia (2.0%) | |
United Electronics Co. | | | 57,710 | | | | 2,046 | | |
South Africa (1.7%) | |
Transaction Capital Ltd. | | | 663,240 | | | | 1,757 | | |
Taiwan (15.8%) | |
Acer Cyber Security, Inc. | | | 155,378 | | | | 586 | | |
ASPEED Technology, Inc. | | | 22,000 | | | | 1,587 | | |
Chief Telecom, Inc. | | | 178,960 | | | | 1,930 | | |
eCloudvalley Digital Technology Co. Ltd. | | | 190,058 | | | | 3,001 | | |
Innodisk Corp. | | | 210,300 | | | | 1,438 | | |
Merida Industry Co., Ltd. | | | 159,000 | | | | 1,786 | | |
momo.com, Inc. | | | 36,000 | | | | 2,435 | | |
Poya International Co., Ltd. (a) | | | 77,492 | | | | 1,510 | | |
Sunny Friend Environmental Technology Co., Ltd. | | | 219,000 | | | | 1,651 | | |
| | | 15,924 | | |
Thailand (2.6%) | |
Humanica PCL (Foreign Shares) | | | 2,556,700 | | | | 738 | | |
Srisawad Corp., PCL (Foreign Shares) | | | 891,600 | | | | 1,912 | | |
| | | 2,650 | | |
United Arab Emirates (1.8%) | |
Network International Holdings PLC (a) | | | 351,208 | | | | 1,777 | | |
United States (1.6%) | |
Grid Dynamics Holdings, Inc. (a) | | | 107,074 | | | | 1,609 | | |
Total Common Stocks (Cost $74,865) | | | 98,851 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Emerging Markets Small Cap Portfolio
| | Shares | | Value (000) | |
Short-Term Investments (2.9%) | |
Investment Company (2.8%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $2,793) | | | 2,792,773 | | | $ | 2,793 | | |
Securities held as Collateral on Loaned Securities (0.1%) | |
Investment Company (0.1%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $117) | | | 116,848 | | | | 117 | | |
Total Short-Term Investments (Cost $2,910) | | | 2,910 | | |
Total Investments (100.8%) (Cost $77,775) Including $3,778 of Securities Loaned (d) | | | 101,761 | | |
Liabilities in Excess of Other Assets (–0.8%) | | | (832 | ) | |
Net Assets (100.0%) | | $ | 100,929 | | |
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) Security trades on the Hong Kong exchange.
(c) All or a portion of this security was on loan at June 30, 2021.
(d) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $27,791,000 and the aggregate gross unrealized depreciation is approximately $3,805,000, resulting in net unrealized appreciation of approximately $23,986,000.
ADR American Depositary Receipt.
GDR Global Depositary Receipt.
PJSC Public Joint Stock Company.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 51.5 | % | |
Information Technology Services | | | 14.2 | | |
Software | | | 8.4 | | |
Consumer Finance | | | 8.1 | | |
Internet & Direct Marketing Retail | | | 6.7 | | |
Diversified Telecommunication Services | | | 5.6 | | |
Diversified Consumer Services | | | 5.5 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2021.
** 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, 2021 (unaudited)
Emerging Markets Small Cap Portfolio
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $74,865) | | $ | 98,851 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $2,910) | | | 2,910 | | |
Total Investments in Securities, at Value (Cost $77,775) | | | 101,761 | | |
Foreign Currency, at Value (Cost $210) | | | 210 | | |
Dividends Receivable | | | 178 | | |
Receivable for Investments Sold | | | 91 | | |
Tax Reclaim Receivable | | | 7 | | |
Receivable from Securities Lending Income | | | 5 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 48 | | |
Total Assets | | | 102,300 | | |
Liabilities: | |
Deferred Capital Gain Country Tax | | | 897 | | |
Payable for Advisory Fees | | | 183 | | |
Collateral on Securities Loaned, at Value | | | 117 | | |
Payable for Investments Purchased | | | 58 | | |
Payable for Professional Fees | | | 54 | | |
Payable for Custodian Fees | | | 47 | | |
Payable for Administration Fees | | | 7 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class I | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class A | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Other Liabilities | | | 8 | | |
Total Liabilities | | | 1,371 | | |
Net Assets | | $ | 100,929 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 81,896 | | |
Total Distributable Earnings | | | 19,033 | | |
Net Assets | | $ | 100,929 | | |
CLASS I: | |
Net Assets | | $ | 100,571 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 6,940,628 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.49 | | |
CLASS A: | |
Net Assets | | $ | 312 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 21,756 | | |
Net Asset Value, Redemption Price Per Share | | $ | 14.34 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.79 | | |
Maximum Offering Price Per Share | | $ | 15.13 | | |
CLASS C: | |
Net Assets | | $ | 31 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,220 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 13.99 | | |
CLASS IS: | |
Net Assets | | $ | 15 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,024 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.50 | | |
(1) Including: Securities on Loan, at Value: | | $ | 3,778 | | |
@ 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, 2021 (unaudited)
Emerging Markets Small Cap Portfolio
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $81 of Foreign Taxes Withheld) | | $ | 590 | | |
Income from Securities Loaned — Net | | | 28 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 618 | | |
Expenses: | |
Advisory Fees (Note B) | | | 574 | | |
Professional Fees | | | 66 | | |
Custodian Fees (Note F) | | | 50 | | |
Administration Fees (Note C) | | | 37 | | |
Sub Transfer Agency Fees — Class I | | | 37 | | |
Sub Transfer Agency Fees — Class A | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Registration Fees | | | 24 | | |
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 IS (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 3 | | |
Pricing Fees | | | 2 | | |
Shareholder Services Fees — Class A (Note D) | | | — | @ | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Interest Expenses | | | 1 | | |
Other Expenses | | | 6 | | |
Total Expenses | | | 811 | | |
Waiver of Advisory Fees (Note B) | | | (195 | ) | |
Reimbursement of Class Specific Expenses — Class I (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 IS (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 598 | | |
Net Investment Income | | | 20 | | |
Realized Gain (Loss): | |
Investments Sold (Net of $112 of Capital Gain Country Tax) | | | 4,386 | | |
Foreign Currency Translation | | | (14 | ) | |
Net Realized Gain | | | 4,372 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $342) | | | 10,030 | | |
Foreign Currency Translation | | | (5 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 10,025 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 14,397 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 14,417 | | |
@ 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, 202
Emerging Markets Small Cap Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 20 | | | $ | (192 | ) | |
Net Realized Gain (Loss) | | | 4,372 | | | | (4,954 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 10,025 | | | | 7,616 | | |
Net Increase in Net Assets Resulting from Operations | | | 14,417 | | | | 2,470 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (1,482 | ) | |
Class A | | | — | | | | (4 | ) | |
Class C | | | — | | | | (— | @) | |
Class IS | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (1,486 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 4,712 | | | | 32,697 | | |
Distributions Reinvested | | | — | | | | 897 | | |
Redeemed | | | (3,046 | ) | | | (10,537 | ) | |
Class A: | |
Subscribed | | | 70 | | | | 78 | | |
Distributions Reinvested | | | — | | | | 4 | | |
Redeemed | | | (56 | ) | | | (67 | ) | |
Class C: | |
Subscribed | | | 3 | | | | — | @ | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (3 | ) | | | (11 | ) | |
Class IS: | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | — | | | | (7,045 | ) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 1,680 | | | | 16,016 | | |
Redemption Fees | | | 1 | | | | 1 | | |
Total Increase in Net Assets | | | 16,098 | | | | 17,001 | | |
Net Assets: | |
Beginning of Period | | | 84,831 | | | | 67,830 | | |
End of Period | | $ | 100,929 | | | $ | 84,831 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 354 | | | | 2,922 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 73 | | |
Shares Redeemed | | | (231 | ) | | | (1,153 | ) | |
Net Increase in Class I Shares Outstanding | | | 123 | | | | 1,842 | | |
Class A: | |
Shares Subscribed | | | 5 | | | | 8 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (4 | ) | | | (7 | ) | |
Net Increase in Class A Shares Outstanding | | | 1 | | | | 1 | | |
Class C: | |
Shares Subscribed | | | — | @@ | | | — | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (— | @@) | | | (1 | ) | |
Net Decrease in Class C Shares Outstanding | | | — | | | | (1 | ) | |
Class IS: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | — | | | | (688 | ) | |
Net Decrease in Class IS Shares Outstanding | | | — | | | | (688 | ) | |
@ 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, 2021
Financial Highlights
Emerging Markets Small Cap Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | |
Net Asset Value, Beginning of Period | | $ | 12.40 | | | $ | 11.93 | | | $ | 10.61 | | | $ | 12.77 | | | $ | 9.85 | | | $ | 10.28 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | — | | | | (0.03 | ) | | | 0.09 | | | | 0.02 | | | | (0.01 | ) | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.09 | | | | 0.72 | | | | 1.29 | | | | (2.01 | ) | | | 3.38 | | | | (0.35 | ) | |
Total from Investment Operations | | | 2.09 | | | | 0.69 | | | | 1.38 | | | | (1.99 | ) | | | 3.37 | | | | (0.33 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.22 | ) | | | (0.06 | ) | | | — | | | | — | | | | (0.10 | ) | |
Net Realized Gain | | | — | | | | — | | | | — | | | | (0.17 | ) | | | (0.45 | ) | | | — | | |
Total Distributions | | | — | | | | (0.22 | ) | | | (0.06 | ) | | | (0.17 | ) | | | (0.45 | ) | | | (0.10 | ) | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 14.49 | | | $ | 12.40 | | | $ | 11.93 | | | $ | 10.61 | | | $ | 12.77 | | | $ | 9.85 | | |
Total Return(3) | | | 16.85 | %(7) | | | 5.80 | % | | | 12.98 | % | | | (15.73 | )% | | | 34.29 | % | | | (3.19 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 100,571 | | | $ | 84,535 | | | $ | 59,335 | | | $ | 48,965 | | | $ | 25,762 | | | $ | 19,673 | | |
Ratio of Expenses Before Expense Limitation | | | 1.76 | %(8) | | | 1.96 | % | | | 1.83 | % | | | 2.18 | % | | | 2.58 | % | | | 2.63 | % | |
Ratio of Expenses After Expense Limitation | | | 1.30 | %(4)(8) | | | 1.30 | %(4) | | | 1.30 | %(4) | | | 1.41 | %(4)(5) | | | 1.57 | %(4) | | | 1.61 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.30 | %(4)(8) | | | 1.30 | %(4) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.04 | %(4)(8) | | | (0.31 | )%(4) | | | 0.74 | %(4) | | | 0.14 | %(4) | | | (0.09 | )%(4) | | | 0.16 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.04 | % | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 29 | %(7) | | | 140 | % | | | 69 | % | | | 70 | % | | | 71 | % | | | 69 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 13, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.30% for Class I shares. Prior to July 13, 2018, the maximum ratio was 1.65% for Class I shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Small Cap Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | |
Net Asset Value, Beginning of Period | | $ | 12.29 | | | $ | 11.83 | | | $ | 10.53 | | | $ | 12.72 | | | $ | 9.85 | | | $ | 10.28 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | (0.02 | ) | | | (0.07 | ) | | | 0.05 | | | | (0.01 | ) | | | (0.06 | ) | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.07 | | | | 0.71 | | | | 1.27 | | | | (2.01 | ) | | | 3.38 | | | | (0.35 | ) | |
Total from Investment Operations | | | 2.05 | | | | 0.64 | | | | 1.32 | | | | (2.02 | ) | | | 3.32 | | | | (0.37 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.18 | ) | | | (0.02 | ) | | | — | | | | — | | | | (0.06 | ) | |
Net Realized Gain | | | — | | | | — | | | | — | | | | (0.17 | ) | | | (0.45 | ) | | | — | | |
Total Distributions | | | — | | | | (0.18 | ) | | | (0.02 | ) | | | (0.17 | ) | | | (0.45 | ) | | | (0.06 | ) | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 14.34 | | | $ | 12.29 | | | $ | 11.83 | | | $ | 10.53 | | | $ | 12.72 | | | $ | 9.85 | | |
Total Return(3) | | | 16.68 | %(7) | | | 5.43 | % | | | 12.51 | % | | | (16.03 | )% | | | 33.79 | % | | | (3.58 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 312 | | | $ | 256 | | | $ | 233 | | | $ | 179 | | | $ | 188 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 2.75 | %(8) | | | 3.27 | % | | | 2.88 | % | | | 3.49 | % | | | 12.38 | % | | | 22.65 | % | |
Ratio of Expenses After Expense Limitation | | | 1.65 | %(4)(8) | | | 1.65 | %(4) | | | 1.65 | %(4) | | | 1.83 | %(4)(5) | | | 1.96 | %(4) | | | 2.00 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.65 | %(4)(8) | | | 1.65 | %(4) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.32 | )%(4)(8) | | | (0.61 | )%(4) | | | 0.42 | %(4) | | | (0.11 | )%(4) | | | (0.50 | )%(4) | | | (0.22 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.04 | % | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 29 | %(7) | | | 140 | % | | | 69 | % | | | 70 | % | | | 71 | % | | | 69 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 13, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.65% for Class A shares. Prior to July 13, 2018, the maximum ratio was 2.00% for Class A shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Small Cap Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | |
Net Asset Value, Beginning of Period | | $ | 12.04 | | | $ | 11.56 | | | $ | 10.35 | | | $ | 12.60 | | | $ | 9.84 | | | $ | 10.28 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(1) | | | (0.07 | ) | | | (0.14 | ) | | | (0.04 | ) | | | (0.10 | ) | | | (0.15 | ) | | | (0.10 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.02 | | | | 0.69 | | | | 1.25 | | | | (1.98 | ) | | | 3.36 | | | | (0.34 | ) | |
Total from Investment Operations | | | 1.95 | | | | 0.55 | | | | 1.21 | | | | (2.08 | ) | | | 3.21 | | | | (0.44 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.07 | ) | | | — | | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | — | | | | — | | | | (0.17 | ) | | | (0.45 | ) | | | — | | |
Total Distributions | | | — | | | | (0.07 | ) | | | — | | | | (0.17 | ) | | | (0.45 | ) | | | — | | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 13.99 | | | $ | 12.04 | | | $ | 11.56 | | | $ | 10.35 | | | $ | 12.60 | | | $ | 9.84 | | |
Total Return(3) | | | 16.20 | %(7) | | | 4.72 | % | | | 11.69 | % | | | (16.66 | )% | | | 32.70 | % | | | (4.28 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 31 | | | $ | 27 | | | $ | 37 | | | $ | 33 | | | $ | 24 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 8.89 | %(8) | | | 9.92 | % | | | 8.37 | % | | | 9.02 | % | | | 20.48 | % | | | 23.48 | % | |
Ratio of Expenses After Expense Limitation | | | 2.40 | %(4)(8) | | | 2.40 | %(4) | | | 2.40 | %(4) | | | 2.58 | %(4)(5) | | | 2.71 | %(4) | | | 2.75 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.40 | %(4)(8) | | | 2.40 | %(4) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.08 | )%(4)(8) | | | (1.30 | )%(4) | | | (0.36 | )%(4) | | | (0.84 | )%(4) | | | (1.27 | )%(4) | | | (0.99 | )%(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.04 | % | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 29 | %(7) | | | 140 | % | | | 69 | % | | | 70 | % | | | 71 | % | | | 69 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 13, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 2.40% for Class C shares. Prior to July 13, 2018, the maximum ratio was 2.75% for Class C shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Emerging Markets Small Cap Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | |
Net Asset Value, Beginning of Period | | $ | 12.40 | | | $ | 11.93 | | | $ | 10.62 | | | $ | 12.77 | | | $ | 9.85 | | | $ | 10.28 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(1) | | | 0.01 | | | | 0.01 | | | | 0.09 | | | | 0.00 | (2) | | | (0.01 | ) | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.09 | | | | 0.68 | | | | 1.28 | | | | (1.98 | ) | | | 3.38 | | | | (0.35 | ) | |
Total from Investment Operations | | | 2.10 | | | | 0.69 | | | | 1.37 | | | | (1.98 | ) | | | 3.37 | | | | (0.33 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.22 | ) | | | (0.06 | ) | | | — | | | | — | | | | (0.10 | ) | |
Net Realized Gain | | | — | | | | — | | | | — | | | | (0.17 | ) | | | (0.45 | ) | | | — | | |
Total Distributions | | | — | | | | (0.22 | ) | | | (0.06 | ) | | | (0.17 | ) | | | (0.45 | ) | | | (0.10 | ) | |
Redemption Fees | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | 0.00 | (2) | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 14.50 | | | $ | 12.40 | | | $ | 11.93 | | | $ | 10.62 | | | $ | 12.77 | | | $ | 9.85 | | |
Total Return(3) | | | 16.94 | %(7) | | | 5.84 | % | | | 12.93 | % | | | (15.65 | )% | | | 34.29 | % | | | (3.18 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 15 | | | $ | 13 | | | $ | 8,225 | | | $ | 7,279 | | | $ | 13 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 14.68 | %(8) | | | 1.96 | % | | | 1.78 | % | | | 2.10 | % | | | 19.47 | % | | | 21.37 | % | |
Ratio of Expenses After Expense Limitation | | | 1.25 | %(4)(8) | | | 1.25 | %(4) | | | 1.25 | %(4) | | | 1.26 | %(4)(5) | | | 1.55 | %(4) | | | 1.60 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.25 | %(4)(8) | | | 1.25 | %(4) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.09 | %(4)(8) | | | 0.05 | %(4) | | | 0.79 | %(4) | | | 0.03 | %(4) | | | (0.08 | )%(4) | | | 0.16 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.05 | % | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 29 | %(7) | | | 140 | % | | | 69 | % | | | 70 | % | | | 71 | % | | | 69 | % | |
(1) Per share amount is based on average shares outstanding.
(2) Amount is less than $0.005 per share.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 13, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.25% for Class IS shares. Prior to July 13, 2018, the maximum ratio was 1.60% for Class IS shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Emerging Markets Small Cap Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class IS.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are
available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The
inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
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 | | $ | 1,401 | | | $ | — | | | $ | — | | | $ | 1,401 | | |
Banks | | | 1,928 | | | | — | | | | — | | | | 1,928 | | |
Beverages | | | 1,939 | | | | — | | | | — | | | | 1,939 | | |
Building Products | | | 926 | | | | — | | | | — | | | | 926 | | |
Commercial Services & Supplies | | | 4,476 | | | | — | | | | — | | | | 4,476 | | |
Computers & Peripherals | | | 1,438 | | | | — | | | | — | | | | 1,438 | | |
Consumer Finance | | | 6,275 | | | | 1,912 | | | | — | | | | 8,187 | | |
Diversified Consumer Services | | | 5,630 | | | | — | | | | — | | | | 5,630 | | |
Diversified Telecommunication Services | | | 5,653 | | | | — | | | | — | | | | 5,653 | | |
Entertainment | | | 3,876 | | | | — | | | | — | | | | 3,876 | | |
Food Products | | | 3,273 | | | | — | | | | — | | | | 3,273 | | |
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 Providers & Services | | $ | 2,159 | | | $ | — | | | $ | — | | | $ | 2,159 | | |
Information Technology Services | | | 14,471 | | | | — | | | | — | | | | 14,471 | | |
Interactive Media & Services | | | 4,033 | | | | — | | | | — | | | | 4,033 | | |
Internet & Direct Marketing Retail | | | 6,822 | | | | — | | | | — | | | | 6,822 | | |
Leisure Products | | | 1,786 | | | | — | | | | — | | | | 1,786 | | |
Media | | | 1,417 | | | | — | | | | — | | | | 1,417 | | |
Metals & Mining | | | 2,864 | | | | — | | | | — | | | | 2,864 | | |
Multi-Line Retail | | | 1,510 | | | | — | | | | — | | | | 1,510 | | |
Oil, Gas & Consumable Fuels | | | 1,450 | | | | — | | | | — | | | | 1,450 | | |
Pharmaceuticals | | | 969 | | | | — | | | | — | | | | 969 | | |
Professional Services | | | 2,053 | | | | — | | | | — | | | | 2,053 | | |
Semiconductors & Semiconductor Equipment | | | 1,587 | | | | — | | | | — | | | | 1,587 | | |
Software | | | 7,778 | | | | 738 | | | | — | | | | 8,516 | | |
Specialty Retail | | | 5,009 | | | | — | | | | — | | | | 5,009 | | |
Thrifts & Mortgage Finance | | | 3,242 | | | | — | | | | — | | | | 3,242 | | |
Trading Companies & Distributors | | | 1,100 | | | | — | | | | — | | | | 1,100 | | |
Water Utilities | | | 1,136 | | | | — | | | | — | | | | 1,136 | �� | |
Total Common Stocks | | | 96,201 | | | | 2,650 | | | | — | | | | 98,851 | | |
Short-Term Investments | |
Investment Company | | | 2,910 | | | | — | | | | — | | | | 2,910 | | |
Total Assets | | $ | 99,111 | | | $ | 2,650 | | | $ | — | | | $ | 101,761 | | |
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 domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result,
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2021:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 3,778 | (a) | | $ | — | | | $ | (3,778 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $117,000, 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 $3,884,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.
(c) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2021:
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 | | $ | 117 | | | $ | — | | | $ | — | | | $ | — | | | $ | 117 | | |
Total Borrowings | | $ | 117 | | | $ | — | | | $ | — | | | $ | — | | | $ | 117 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 117 | | |
5. Redemption Fees: The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class C shares and Class IS 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
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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.
8. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. 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 1.25% 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 1.30% for Class I shares, 1.65% for Class A shares, 2.40% for Class C shares and 1.25% for Class IS 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, 2021, approximately $195,000 of advisory fees were waived and approximately $18,000 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 shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $26,693,000 and $25,969,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,893 | | | $ | 15,994 | | | $ | 14,977 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 2,910 | | |
@ 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, 2021, 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, 2020, 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 2020 and 2019 was as follows:
2020 Distributions Paid From: Ordinary Income (000) | | 2019 Distributions Paid From: Ordinary Income (000) | |
$ | 1,486 | | | $ | 318 | | |
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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2020.
At December 31, 2020, 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) | |
$ | 1,924 | | | $ | — | | |
At December 31, 2020, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $5,897,000 and $2,574,000, 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. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 67.8%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend
on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 but close to its peer group average, actual management fee was higher than its peer group average and total expense ratio was lower than 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 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, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIEMSCSAN
3692194 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Next Gen Emerging Markets Portfolio
(formerly Frontier Markets Portfolio)
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 10 | | |
Notes to Financial Statements | | | 15 | | |
Investment Advisory Agreement Approval | | | 21 | | |
Liquidity Risk Management Program | | | 23 | | |
U.S. Customer Privacy Notice | | | 24 | | |
Director and Officer Information | | | 27 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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") (formerly Frontier 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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,176.50 | | | $ | 1,015.62 | | | $ | 9.98 | | | $ | 9.25 | | | | 1.85 | % | |
Next Gen Emerging Markets Portfolio Class A | | | 1,000.00 | | | | 1,174.60 | | | | 1,013.88 | | | | 11.86 | | | | 10.99 | | | | 2.20 | | |
Next Gen Emerging Markets Portfolio Class L | | | 1,000.00 | | | | 1,171.10 | | | | 1,011.41 | | | | 14.53 | | | | 13.47 | | | | 2.70 | | |
Next Gen Emerging Markets Portfolio Class C | | | 1,000.00 | | | | 1,169.60 | | | | 1,010.17 | | | | 15.87 | | | | 14.70 | | | | 2.95 | | |
Next Gen Emerging Markets Portfolio Class IS | | | 1,000.00 | | | | 1,176.50 | | | | 1,015.87 | | | | 9.71 | | | | 9.00 | | | | 1.80 | | |
* 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, 2021 (unaudited)
Portfolio of Investments
Next Gen Emerging Markets Portfolio
| | Shares | | Value (000) | |
Common Stocks (92.1%) | |
Argentina (2.5%) | |
Globant SA (a) | | | 8,929 | | | $ | 1,957 | | |
Bangladesh (2.3%) | |
Brac Bank Ltd. | | | 3,065,307 | | | | 1,790 | | |
Egypt (6.4%) | |
Cairo Investment & Real Estate Development Co. SAE | | | 1,161,175 | | | | 828 | | |
Commercial International Bank Egypt SAE (a) | | | 581,207 | | | | 1,944 | | |
Fawry for Banking & Payment Technology Services SAE (a) | | | 1,906,308 | | | | 2,293 | | |
| | | 5,065 | | |
Germany (1.3%) | |
Delivery Hero SE (a) | | | 7,853 | | | | 1,037 | | |
Kazakhstan (6.5%) | |
Halyk Savings Bank of Kazakhstan JSC GDR | | | 55,021 | | | | 853 | | |
Kaspi.KZ JSC GDR | | | 12,945 | | | | 1,372 | | |
NAC Kazatomprom JSC GDR | | | 100,827 | | | | 2,924 | | |
| | | 5,149 | | |
Kenya (4.7%) | |
Safaricom PLC | | | 9,557,140 | | | | 3,720 | | |
Morocco (2.1%) | |
Label Vie | | | 3,674 | | | | 1,625 | | |
Nigeria (1.6%) | |
Nestle Nigeria PLC | | | 405,894 | | | | 1,249 | | |
Pakistan (0.7%) | |
MCB Bank Ltd. | | | 508,304 | | | | 519 | | |
Poland (6.2%) | |
11 bit studios SA (a) | | | 9,688 | | | | 1,213 | | |
Grupa Kety SA | | | 8,307 | | | | 1,414 | | |
LiveChat Software SA | | | 61,630 | | | | 2,227 | | |
| | | 4,854 | | |
Romania (3.3%) | |
Banca Transilvania SA | | | 3,980,312 | | | | 2,610 | | |
Russia (10.4%) | |
Ozon Holdings PLC ADR (a) | | | 25,196 | | | | 1,477 | | |
TCS Group Holding PLC GDR | | | 76,901 | | | | 6,729 | | |
| | | 8,206 | | |
Singapore (10.0%) | |
Sea Ltd. ADR (a) | | | 28,629 | | | | 7,862 | | |
Slovenia (1.9%) | |
Krka dd Novo mesto | | | 12,424 | | | | 1,525 | | |
South Africa (1.7%) | |
Capitec Bank Holdings Ltd. | | | 11,626 | | | | 1,373 | | |
United Arab Emirates (1.1%) | |
Network International Holdings PLC (a) | | | 173,409 | | | | 877 | | |
United Kingdom (3.1%) | |
Avast PLC | | | 360,044 | | | | 2,440 | | |
| | Shares | | Value (000) | |
United States (6.0%) | |
Grid Dynamics Holdings, Inc. (a) | | | 54,990 | | | $ | 827 | | |
MercadoLibre, Inc. (a) | | | 2,499 | | | | 3,893 | | |
| | | 4,720 | | |
Vietnam (20.3%) | |
Bank for Foreign Trade of Vietnam JSC | | | 777,710 | | | | 3,933 | | |
FPT Corp. | | | 607,701 | | | | 2,520 | | |
Mobile World Investment Corp. | | | 619,463 | | | | 4,561 | | |
Sai Gon Cargo Service Corp. | | | 265,470 | | | | 1,586 | | |
Saigon Beer Alcohol Beverage Corp. | | | 169,320 | | | | 1,244 | | |
Vietnam Dairy Products JSC | | | 555,292 | | | | 2,181 | | |
| | | 16,025 | | |
Total Common Stocks (Cost $42,843) | | | 72,603 | | |
Short-Term Investment (5.8%) | |
Investment Company (5.8%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note G) (Cost $4,602) | | | 4,602,338 | | | | 4,602 | | |
Total Investments (97.9%) (Cost $47,445) (b) | | | 77,205 | | |
Other Assets in Excess of Liabilities (2.1%) | | | 1,633 | | |
Net Assets (100.0%) | | $ | 78,838 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $30,799,000 and the aggregate gross unrealized depreciation is approximately $1,039,000, resulting in net unrealized appreciation of approximately $29,760,000.
ADR American Depositary Receipt.
GDR Global Depositary Receipt.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Banks | | | 25.6 | % | |
Other* | | | 25.5 | | |
Entertainment | | | 11.7 | | |
Information Technology Services | | | 11.0 | | |
Internet & Direct Marketing Retail | | | 8.3 | | |
Software | | | 6.0 | | |
Short-Term Investments | | | 6.0 | | |
Specialty Retail | | | 5.9 | | |
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, 2021 (unaudited)
Next Gen Emerging Markets Portfolio
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $42,843) | | $ | 72,603 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $4,602) | | | 4,602 | | |
Total Investments in Securities, at Value (Cost $47,445) | | | 77,205 | | |
Foreign Currency, at Value (Cost $103) | | | 92 | | |
Cash | | | 21 | | |
Receivable for Fund Shares Sold | | | 1,778 | | |
Receivable for Investments Sold | | | 169 | | |
Dividends Receivable | | | 86 | | |
Due from Adviser | | | 1 | | |
Tax Reclaim Receivable | | | — | @ | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 85 | | |
Total Assets | | | 79,437 | | |
Liabilities: | |
Payable for Investments Purchased | | | 250 | | |
Payable for Custodian Fees | | | 113 | | |
Payable for Reorganization Expense | | | 81 | | |
Payable for Professional Fees | | | 57 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 5 | | |
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 | | | 5 | | |
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 | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | 2 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 1 | | |
Payable for Fund Shares Redeemed | | | — | @ | |
Other Liabilities | | | 81 | | |
Total Liabilities | | | 599 | | |
Net Assets | | $ | 78,838 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 131,873 | | |
Total Accumulated Loss | | | (53,035 | ) | |
Net Assets | | $ | 78,838 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Next Gen Emerging Markets Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 67,797 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,957,363 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 22.92 | | |
CLASS A: | |
Net Assets | | $ | 9,300 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 406,711 | | |
Net Asset Value, Redemption Price Per Share | | $ | 22.87 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.27 | | |
Maximum Offering Price Per Share | | $ | 24.14 | | |
CLASS L: | |
Net Assets | | $ | 433 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 19,125 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 22.65 | | |
CLASS C: | |
Net Assets | | $ | 934 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 42,054 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 22.21 | | |
CLASS IS: | |
Net Assets | | $ | 374 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 16,299 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 22.93 | | |
@ 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, 2021 (unaudited)
Next Gen Emerging Markets Portfolio
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $41 of Foreign Taxes Withheld) | | $ | 584 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 584 | | |
Expenses: | |
Advisory Fees (Note B) | | | 425 | | |
Custodian Fees (Note F) | | | 101 | | |
Shareholder Reporting Fees | | | 96 | | |
Professional Fees | | | 89 | | |
Reorganization Expense | | | 86 | | |
Sub Transfer Agency Fees — Class I | | | 26 | | |
Sub Transfer Agency Fees — Class A | | | 5 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Administration Fees (Note C) | | | 27 | | |
Registration Fees | | | 26 | | |
Shareholder Services Fees — Class A (Note D) | | | 11 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 2 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 4 | | |
Transfer Agency Fees — Class I (Note E) | | | 4 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Interest Expenses | | | 5 | | |
Other Expenses | | | 7 | | |
Total Expenses | | | 921 | | |
Waiver of Advisory Fees (Note B) | | | (247 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (16 | ) | |
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 IS (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 655 | | |
Net Investment Loss | | | (71 | ) | |
Realized Gain (Loss): | |
Investments Sold | | | 4,240 | | |
Foreign Currency Translation | | | (8 | ) | |
Net Realized Gain | | | 4,232 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 6,946 | | |
Foreign Currency Translation | | | (8 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 6,938 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 11,170 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 11,099 | | |
@ 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, 2021
Next Gen Emerging Markets Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | (71 | ) | | $ | 168 | | |
Net Realized Gain (Loss) | | | 4,232 | | | | (3,314 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 6,938 | | | | (3,317 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 11,099 | | | | (6,463 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (20 | ) | |
Class A | | | — | | | | (3 | ) | |
Class L | | | — | | | | (— | @) | |
Class C | | | — | | | | (— | @) | |
Class IS | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (23 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 7,827 | | | | 8,168 | | |
Distributions Reinvested | | | — | | | | 19 | | |
Redeemed | | | (4,987 | ) | | | (71,098 | ) | |
Class A: | |
Subscribed | | | 641 | | | | 708 | | |
Distributions Reinvested | | | — | | | | 3 | | |
Redeemed | | | (1,193 | ) | | | (4,888 | ) | |
Class L: | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (9 | ) | | | (229 | ) | |
Class C: | |
Subscribed | | | 18 | | | | 40 | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (67 | ) | | | (153 | ) | |
Class IS: | |
Subscribed | | | 24 | | | | 315 | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (23 | ) | | | (1,743 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | 2,231 | | | | (68,858 | ) | |
Redemption Fees | | | — | @ | | | 1 | | |
Total Increase (Decrease) in Net Assets | | | 13,330 | | | | (75,343 | ) | |
Net Assets: | |
Beginning of Period | | | 65,508 | | | | 140,851 | | |
End of Period | | $ | 78,838 | | | $ | 65,508 | | |
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Next Gen Emerging Markets Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 347 | | | | 520 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (239 | ) | | | (5,028 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | 108 | | | | (4,507 | ) | |
Class A: | |
Shares Subscribed | | | 31 | | | | 45 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (57 | ) | | | (314 | ) | |
Net Decrease in Class A Shares Outstanding | | | (26 | ) | | | (269 | ) | |
Class L: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (— | @@) | | | (14 | ) | |
Net Decrease in Class L Shares Outstanding | | | (— | @@) | | | (14 | ) | |
Class C: | |
Shares Subscribed | | | 1 | | | | 2 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (3 | ) | | | (10 | ) | |
Net Decrease in Class C Shares Outstanding | | | (2 | ) | | | (8 | ) | |
Class IS: | |
Shares Subscribed | | | 1 | | | | 20 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (1 | ) | | | (96 | ) | |
Net Decrease in Class IS Shares Outstanding | | | (— | @@) | | | (76 | ) | |
@ 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, 2021
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 19.49 | | | $ | 17.10 | | | $ | 15.63 | | | $ | 21.02 | | | $ | 17.39 | | | $ | 16.98 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.02 | ) | | | 0.04 | | | | 0.39 | | | | 0.33 | | | | 0.16 | | | | 0.31 | | |
Net Realized and Unrealized Gain (Loss) | | | 3.45 | | | | 2.36 | | | | 1.58 | | | | (5.07 | ) | | | 3.47 | | | | 0.33 | | |
Total from Investment Operations | | | 3.43 | | | | 2.40 | | | | 1.97 | | | | (4.74 | ) | | | 3.63 | | | | 0.64 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.50 | ) | | | (0.65 | ) | | | — | | | | (0.23 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(3) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (0.50 | ) | | | (0.65 | ) | | | — | | | | (0.23 | ) | |
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 | | $ | 22.92 | | | $ | 19.49 | | | $ | 17.10 | | | $ | 15.63 | | | $ | 21.02 | | | $ | 17.39 | | |
Total Return(4) | | | 17.65 | %(8) | | | 14.02 | % | | | 12.53 | % | | | (22.60 | )% | | | 20.82 | % | | | 3.83 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 67,797 | | | $ | 55,533 | | | $ | 125,780 | | | $ | 229,688 | | | $ | 632,435 | | | $ | 525,664 | | |
Ratio of Expenses Before Expense Limitation | | | 2.64 | %(9) | | | 2.13 | % | | | 1.92 | % | | | N/A | | | | N/A | | | | 1.69 | % | |
Ratio of Expenses After Expense Limitation | | | 1.86 | %(5)(6)(9) | | | 1.90 | %(5)(6) | | | 1.90 | %(5)(6) | | | 1.77 | %(5) | | | 1.73 | %(5) | | | 1.67 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.85 | %(5)(9) | | | 1.85 | %(5) | | | 1.85 | %(5) | | | 1.76 | %(5) | | | 1.73 | %(5) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.16 | )%(5)(9) | | | 0.24 | %(5) | | | 2.33 | %(5) | | | 1.68 | %(5) | | | 0.82 | %(5) | | | 1.82 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 12 | %(8) | | | 56 | % | | | 68 | % | | | 61 | % | | | 52 | % | | | 30 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation would have been 0.01% higher and the Ratio of Net Investment Income would have been 0.01% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 19.47 | | | $ | 17.15 | | | $ | 15.61 | | | $ | 20.86 | | | $ | 17.31 | | | $ | 16.90 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.05 | ) | | | 0.01 | | | | 0.42 | | | | 0.34 | | | | 0.11 | | | | 0.24 | | |
Net Realized and Unrealized Gain (Loss) | | | 3.45 | | | | 2.32 | | | | 1.48 | | | | (5.10 | ) | | | 3.44 | | | | 0.35 | | |
Total from Investment Operations | | | 3.40 | | | | 2.33 | | | | 1.90 | | | | (4.76 | ) | | | 3.55 | | | | 0.59 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.36 | ) | | | (0.49 | ) | | | — | | | | (0.18 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(3) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (0.36 | ) | | | (0.49 | ) | | | — | | | | (0.18 | ) | |
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 | | $ | 22.87 | | | $ | 19.47 | | | $ | 17.15 | | | $ | 15.61 | | | $ | 20.86 | | | $ | 17.31 | | |
Total Return(4) | | | 17.46 | %(8) | | | 13.57 | % | | | 12.13 | % | | | (22.80 | )% | | | 20.39 | % | | | 3.49 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 9,300 | | | $ | 8,436 | | | $ | 12,044 | | | $ | 34,654 | | | $ | 86,324 | | | $ | 90,817 | | |
Ratio of Expenses Before Expense Limitation | | | 2.93 | %(9) | | | 2.44 | % | | | 2.23 | % | | | N/A | | | | N/A | | | | 2.03 | % | |
Ratio of Expenses After Expense Limitation | | | 2.21 | %(5)(6)(9) | | | 2.26 | %(5)(6) | | | 2.25 | %(5)(6) | | | 2.07 | %(5) | | | 2.05 | %(5) | | | 2.01 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.20 | %(5)(9) | | | 2.20 | %(5) | | | 2.20 | %(5) | | | 2.06 | %(5) | | | 2.05 | %(5) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.51 | )%(5)(9) | | | 0.07 | %(5) | | | 2.48 | %(5) | | | 1.71 | %(5) | | | 0.59 | %(5) | | | 1.40 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 12 | %(8) | | | 56 | % | | | 68 | % | | | 61 | % | | | 52 | % | | | 30 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation would have been 0.01% higher and the Ratio of Net Investment Income would have been 0.01% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 19.34 | | | $ | 17.11 | | | $ | 15.59 | | | $ | 20.65 | | | $ | 17.25 | | | $ | 16.79 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.10 | ) | | | (0.06 | ) | | | 0.25 | | | | 0.17 | | | | (0.02 | ) | | | 0.15 | | |
Net Realized and Unrealized Gain (Loss) | | | 3.41 | | | | 2.30 | | | | 1.56 | | | | (4.98 | ) | | | 3.42 | | | | 0.32 | | |
Total from Investment Operations | | | 3.31 | | | | 2.24 | | | | 1.81 | | | | (4.81 | ) | | | 3.40 | | | | 0.47 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.29 | ) | | | (0.25 | ) | | | — | | | | (0.01 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(3) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (0.29 | ) | | | (0.25 | ) | | | — | | | | (0.01 | ) | |
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 | | $ | 22.65 | | | $ | 19.34 | | | $ | 17.11 | | | $ | 15.59 | | | $ | 20.65 | | | $ | 17.25 | | |
Total Return(4) | | | 17.11 | %(8) | | | 13.01 | % | | | 11.58 | % | | | (23.19 | )% | | | 19.59 | % | | | 2.77 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 433 | | | $ | 378 | | | $ | 570 | | | $ | 1,241 | | | $ | 2,570 | | | $ | 2,630 | | |
Ratio of Expenses Before Expense Limitation | | | 3.83 | %(9) | | | 3.44 | % | | | 2.90 | % | | | N/A | | | | 2.76 | % | | | 2.80 | % | |
Ratio of Expenses After Expense Limitation | | | 2.71 | %(5)(6)(9) | | | 2.76 | %(5)(6) | | | 2.75 | %(5)(6) | | | 2.57 | %(5) | | | 2.70 | %(5) | | | 2.70 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.70 | %(5)(9) | | | 2.70 | %(5) | | | 2.70 | %(5) | | | 2.56 | %(5) | | | 2.70 | %(5) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.75 | )%(5)(9) | | | (0.39 | )%(5) | | | 1.47 | %(5) | | | 0.88 | %(5) | | | (0.13 | )%(5) | | | 0.88 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 12 | %(8) | | | 56 | % | | | 68 | % | | | 61 | % | | | 52 | % | | | 30 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 18.99 | | | $ | 16.85 | | | $ | 15.38 | | | $ | 20.41 | | | $ | 17.07 | | | $ | 16.69 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.13 | ) | | | (0.10 | ) | | | 0.20 | | | | 0.11 | | | | (0.05 | ) | | | 0.10 | | |
Net Realized and Unrealized Gain (Loss) | | | 3.35 | | | | 2.25 | | | | 1.56 | | | | (4.90 | ) | | | 3.39 | | | | 0.34 | | |
Total from Investment Operations | | | 3.22 | | | | 2.15 | | | | 1.76 | | | | (4.79 | ) | | | 3.34 | | | | 0.44 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.29 | ) | | | (0.24 | ) | | | — | | | | (0.06 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(3) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (0.29 | ) | | | (0.24 | ) | | | — | | | | (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 | | $ | 22.21 | | | $ | 18.99 | | | $ | 16.85 | | | $ | 15.38 | | | $ | 20.41 | | | $ | 17.07 | | |
Total Return(4) | | | 16.96 | %(8) | | | 12.74 | % | | | 11.34 | % | | | (23.42 | )% | | | 19.51 | % | | | 2.63 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 934 | | | $ | 843 | | | $ | 877 | | | $ | 1,657 | | | $ | 2,857 | | | $ | 1,925 | | |
Ratio of Expenses Before Expense Limitation | | | 3.85 | %(9) | | | 3.42 | % | | | 3.07 | % | | | N/A | | | | N/A | | | | 2.89 | % | |
Ratio of Expenses After Expense Limitation | | | 2.96 | %(5)(6)(9) | | | 3.00 | %(5)(6) | | | 2.99 | %(5)(6) | | | 2.83 | %(5) | | | 2.81 | %(5) | | | 2.88 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.95 | %(5)(9) | | | 2.95 | %(5) | | | 2.95 | %(5) | | | 2.82 | %(5) | | | 2.81 | %(5) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (1.01 | )%(5)(9) | | | (0.66 | )%(5) | | | 1.17 | %(5) | | | 0.56 | %(5) | | | (0.26 | )%(5) | | | 0.57 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 12 | %(8) | | | 56 | % | | | 68 | % | | | 61 | % | | | 52 | % | | | 30 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation would have been 0.01% higher and the Ratio of Net Investment Income would have been 0.01% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Next Gen Emerging Markets Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 19.49 | | | $ | 17.09 | | | $ | 15.63 | | | $ | 21.02 | | | $ | 17.39 | | | $ | 16.97 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.01 | ) | | | 0.09 | | | | 0.33 | | | | 0.58 | | | | 0.13 | | | | 0.30 | | |
Net Realized and Unrealized Gain (Loss) | | | 3.45 | | | | 2.32 | | | | 1.64 | | | | (5.33 | ) | | | 3.50 | | | | 0.36 | | |
Total from Investment Operations | | | 3.44 | | | | 2.41 | | | | 1.97 | | | | (4.75 | ) | | | 3.63 | | | | 0.66 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.51 | ) | | | (0.64 | ) | | | — | | | | (0.24 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(3) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (0.51 | ) | | | (0.64 | ) | | | — | | | | (0.24 | ) | |
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 | | $ | 22.93 | | | $ | 19.49 | | | $ | 17.09 | | | $ | 15.63 | | | $ | 21.02 | | | $ | 17.39 | | |
Total Return(4) | | | 17.65 | %(8) | | | 14.02 | % | | | 12.60 | % | | | (22.61 | )% | | | 20.83 | % | | | 3.88 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 374 | | | $ | 318 | | | $ | 1,580 | | | $ | 4,633 | | | $ | 16,344 | | | $ | 12,055 | | |
Ratio of Expenses Before Expense Limitation | | | 3.16 | %(9) | | | 2.20 | % | | | 1.91 | % | | | N/A | | | | N/A | | | | 1.64 | % | |
Ratio of Expenses After Expense Limitation | | | 1.81 | %(5)(6)(9) | | | 1.86 | %(5)(6) | | | 1.85 | %(5)(6) | | | 1.74 | %(5) | | | 1.69 | %(5) | | | 1.62 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.80 | %(5)(9) | | | 1.80 | %(5) | | | 1.80 | %(5) | | | 1.73 | %(5) | | | 1.69 | %(5) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.15 | )%(5)(9) | | | 0.55 | %(5) | | | 1.95 | %(5) | | | 2.85 | %(5) | | | 0.65 | %(5) | | | 1.75 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 12 | %(8) | | | 56 | % | | | 68 | % | | | 61 | % | | | 52 | % | | | 30 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation would have been 0.01% higher and the Ratio of Net Investment Income would have been 0.01% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Next Gen Emerging Markets Portfolio (name changed on June 30, 2021, formerly Frontier 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 IS. 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.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the
market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based
on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
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 | | $ | 1,586 | | | $ | — | | | $ | — | | | $ | 1,586 | | |
Banks | | | 19,751 | | | | — | | | | — | | | | 19,751 | | |
Beverages | | | 1,244 | | | | — | | | | — | | | | 1,244 | | |
Consumer Finance | | | 1,372 | | | | — | | | | — | | | | 1,372 | | |
Diversified Consumer Services | | | 828 | | | | — | | | | — | | | | 828 | | |
Entertainment | | | 9,075 | | | | — | | | | — | | | | 9,075 | | |
Food & Staples Retailing | | | 1,625 | | | | — | | | | — | | | | 1,625 | | |
Food Products | | | 3,430 | | | | — | | | | — | | | | 3,430 | | |
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 | | $ | 5,954 | | | $ | 2,520 | | | $ | — | | | $ | 8,474 | | |
Internet & Direct Marketing Retail | | | 6,407 | | | | — | | | | — | | | | 6,407 | | |
Metals & Mining | | | 1,414 | | | | — | | | | — | | | | 1,414 | | |
Oil, Gas & Consumable Fuels | | | 2,924 | | | | — | | | | — | | | | 2,924 | | |
Pharmaceuticals | | | 1,525 | | | | — | | | | — | | | | 1,525 | | |
Software | | | 4,667 | | | | — | | | | — | | | | 4,667 | | |
Specialty Retail | | | — | | | | 4,561 | | | | — | | | | 4,561 | | |
Wireless Telecommunication Services | | | 3,720 | | | | — | | | | — | | | | 3,720 | | |
Total Common Stocks | | | 65,522 | | | | 7,081 | | | | — | | | | 72,603 | | |
Short-Term Investment | |
Investment Company | | | 4,602 | | | | — | | | | — | | | | 4,602 | | |
Total Assets | | $ | 70,124 | | | $ | 7,081 | | | $ | — | | | $ | 77,205 | | |
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 domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
4. Redemption Fees: The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class L shares, Class C shares and Class IS 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: 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. Interest income is recognized on the accrual basis except where collection is in doubt. 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 1.25% 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 1.85% for Class I shares, 2.20% for Class A shares, 2.70% for Class L shares, 2.95% for Class C shares and 1.80% for Class IS 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, 2021, approximately $247,000 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 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
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 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 shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $8,293,000 and $12,217,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 356 | | | $ | 11,450 | | | $ | 7,204 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 4,602 | | |
@ 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, 2021, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: Ordinary Income (000) | | 2019 Distributions Paid From: Ordinary Income (000) | |
$ | 23 | | | $ | 4,055 | | |
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, 2020:
Total Accumulated Loss (000) | | Paid-in- Capital (000) | |
$ | 186 | | | $ | (186 | ) | |
At December 31, 2020, the Fund had no distributable earnings on a tax basis.
At December 31, 2020, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $85,847,000 that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 56.7%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the five-year period but better than its peer group average for the one- and three-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. When a fund's management fee and/or its total expense ratio are higher than its peers, the Board and the Adviser discuss the reasons for this and, where appropriate, they discuss possible waivers and/or caps. The Board noted that the Fund's management fee was lower than its peer group averages and total expense ratio was higher than its peer group average. After discussion, the Board concluded that the Fund's (i) performance and management fee were competitive with its peer group averages and (ii) total expense ratio was acceptable.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which does not include breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIFEMSAN
3692241 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Global Concentrated Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
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 | | | 17 | | |
Liquidity Risk Management Program | | | 19 | | |
U.S. Customer Privacy Notice | | | 20 | | |
Director and Officer Information | | | 23 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,110.40 | | | $ | 1,019.93 | | | $ | 5.13 | | | $ | 4.91 | | | | 0.98 | % | |
Global Concentrated Portfolio Class A | | | 1,000.00 | | | | 1,108.80 | | | | 1,018.50 | | | | 6.64 | | | | 6.36 | | | | 1.27 | | |
Global Concentrated Portfolio Class C | | | 1,000.00 | | | | 1,104.40 | | | | 1,014.73 | | | | 10.59 | | | | 10.14 | | | | 2.03 | | |
Global Concentrated Portfolio Class IS | | | 1,000.00 | | | | 1,110.90 | | | | 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, 2021 (unaudited)
Portfolio of Investments
Global Concentrated Portfolio
| | Shares | | Value (000) | |
Common Stocks (99.6%) | |
China (13.0%) | |
Alibaba Group Holding Ltd. ADR (a) | | | 33,176 | | | $ | 7,524 | | |
Tencent Holdings Ltd. ADR | | | 72,420 | | | | 5,453 | | |
| | | 12,977 | | |
France (8.2%) | |
LVMH Moet Hennessy Louis Vuitton SE ADR | | | 51,918 | | | | 8,193 | | |
India (8.2%) | |
HDFC Bank Ltd. ADR (a) | | | 112,032 | | | | 8,192 | | |
Italy (5.3%) | |
Ferrari N.V. | | | 25,458 | | | | 5,245 | | |
Taiwan (5.6%) | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | | 46,907 | | | | 5,636 | | |
United States (59.3%) | |
Ameriprise Financial, Inc. | | | 8,263 | | | | 2,056 | | |
Costco Wholesale Corp. | | | 6,381 | | | | 2,525 | | |
Danaher Corp. | | | 18,266 | | | | 4,902 | | |
Domino's Pizza, Inc. | | | 8,289 | | | | 3,867 | | |
Estee Lauder Cos., Inc. (The), Class A | | | 9,072 | | | | 2,886 | | |
JPMorgan Chase & Co. | | | 21,633 | | | | 3,365 | | |
Lululemon Athletica, Inc. (a) | | | 3,637 | | | | 1,327 | | |
Mastercard, Inc., Class A | | | 10,947 | | | | 3,997 | | |
Microsoft Corp. | | | 26,227 | | | | 7,105 | | |
NextEra Energy, Inc. | | | 36,323 | | | | 2,662 | | |
Planet Fitness, Inc., Class A (a) | | | 39,972 | | | | 3,008 | | |
STORE Capital Corp. REIT | | | 189,641 | | | | 6,544 | | |
SVB Financial Group (a) | | | 13,995 | | | | 7,787 | | |
United Rentals, Inc. (a) | | | 14,031 | | | | 4,476 | | |
Waste Management, Inc. | | | 20,401 | | | | 2,858 | | |
| | | 59,365 | | |
Total Common Stocks (Cost $86,449) | | | 99,608 | | |
Short-Term Investment (1.6%) | |
Investment Company (1.6%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class(See Note G) (Cost $1,640) | | | 1,639,749 | | | | 1,640 | | |
Total Investments (101.2%) (Cost $88,089) (b) | | | 101,248 | | |
Liabilities in Excess of Other Assets (–1.2%) | | | (1,171 | ) | |
Net Assets (100.0%) | | $ | 100,077 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $13,573,000 and the aggregate gross unrealized depreciation is approximately $414,000, resulting in net unrealized appreciation of approximately $13,159,000.
ADR American Depositary Receipt.
REIT Real Estate Investment Trust.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 27.6 | % | |
Banks | | | 19.1 | | |
Textiles, Apparel & Luxury Goods | | | 9.4 | | |
Internet & Direct Marketing Retail | | | 7.4 | | |
Software | | | 7.0 | | |
Hotels, Restaurants & Leisure | | | 6.8 | | |
Equity Real Estate Investment Trusts (REITs) | | | 6.5 | | |
Semiconductors & Semiconductor Equipment | | | 5.6 | | |
Interactive Media & Services | | | 5.4 | | |
Automobiles | | | 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, 2021 (unaudited)
Global Concentrated Portfolio
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $86,449) | | $ | 99,608 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $1,640) | | | 1,640 | | |
Total Investments in Securities, at Value (Cost $88,089) | | | 101,248 | | |
Receivable for Fund Shares Sold | | | 479 | | |
Dividends Receivable | | | 89 | | |
Tax Reclaim Receivable | | | 8 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 81 | | |
Total Assets | | | 101,905 | | |
Liabilities: | |
Payable for Investments Purchased | | | 1,577 | | |
Payable for Advisory Fees | | | 144 | | |
Payable for Fund Shares Redeemed | | | 47 | | |
Payable for Professional Fees | | | 35 | | |
Payable for Shareholder Services Fees — Class A | | | 2 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 5 | | |
Payable for Administration Fees | | | 6 | | |
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 IS | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class A | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Other Liabilities | | | 12 | | |
Total Liabilities | | | 1,828 | | |
Net Assets | | $ | 100,077 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 82,178 | | |
Total Distributable Earnings | | | 17,899 | | |
Net Assets | | $ | 100,077 | | |
CLASS I: | |
Net Assets | | $ | 84,599 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 4,449,437 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 19.01 | | |
CLASS A: | |
Net Assets | | $ | 9,067 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 481,050 | | |
Net Asset Value, Redemption Price Per Share | | $ | 18.85 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.04 | | |
Maximum Offering Price Per Share | | $ | 19.89 | | |
CLASS C: | |
Net Assets | | $ | 6,392 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 347,343 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 18.40 | | |
CLASS IS: | |
Net Assets | | $ | 19 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,012 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 19.04 | | |
@ 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, 2021 (unaudited)
Global Concentrated Portfolio
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $19 of Foreign Taxes Withheld) | | $ | 369 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 369 | | |
Expenses: | |
Advisory Fees (Note B) | | | 302 | | |
Professional Fees | | | 59 | | |
Shareholder Services Fees — Class A (Note D) | | | 10 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 24 | | |
Administration Fees (Note C) | | | 32 | | |
Registration Fees | | | 23 | | |
Shareholder Reporting Fees | | | 14 | | |
Sub Transfer Agency Fees — Class I | | | 10 | | |
Sub Transfer Agency Fees — Class A | | | 2 | | |
Sub Transfer Agency Fees — Class C | | | 1 | | |
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 IS (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 3 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 3 | | |
Total Expenses | | | 490 | | |
Waiver of Advisory Fees (Note B) | | | (58 | ) | |
Reimbursement of Class Specific Expenses — Class IS (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 431 | | |
Net Investment Loss | | | (62 | ) | |
Realized Gain: | |
Investments Sold | | | 4,597 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 3,140 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 7,737 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 7,675 | | |
@ 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, 2021
Global Concentrated Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | (62 | ) | | $ | 11 | | |
Net Realized Gain | | | 4,597 | | | | 394 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 3,140 | | | | 6,411 | | |
Net Increase in Net Assets Resulting from Operations | | | 7,675 | | | | 6,816 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (1 | ) | |
Class A | | | — | | | | (— | @) | |
Class C | | | — | | | | (— | @) | |
Class IS | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (1 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 39,397 | | | | 28,607 | | |
Distributions Reinvested | | | — | | | | 1 | | |
Redeemed | | | (7,237 | ) | | | (2,846 | ) | |
Class A: | |
Subscribed | | | 2,426 | | | | 2,087 | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (207 | ) | | | (1,077 | ) | |
Class C: | |
Subscribed | | | 2,486 | | | | 1,818 | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (85 | ) | | | (1,387 | ) | |
Class IS: | |
Subscribed | | | — | | | | 18 | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (26 | ) | | | — | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 36,754 | | | | 27,221 | | |
Total Increase in Net Assets | | | 44,429 | | | | 34,036 | | |
Net Assets: | |
Beginning of Period | | | 55,648 | | | | 21,612 | | |
End of Period | | $ | 100,077 | | | $ | 55,648 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 2,159 | | | | 1,823 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (393 | ) | | | (214 | ) | |
Net Increase in Class I Shares Outstanding | | | 1,766 | | | | 1,609 | | |
Class A: | |
Shares Subscribed | | | 134 | | | | 150 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (11 | ) | | | (82 | ) | |
Net Increase in Class A Shares Outstanding | | | 123 | | | | 68 | | |
Class C: | |
Shares Subscribed | | | 138 | | | | 133 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (5 | ) | | | (117 | ) | |
Net Increase in Class C Shares Outstanding | | | 133 | | | | 16 | | |
Class IS: | |
Shares Subscribed | | | — | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (1 | ) | | | — | | |
Net Increase (Decrease) in Class IS Shares Outstanding | | | (1 | ) | | | 1 | | |
@ 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, 2021
Financial Highlights
Global Concentrated Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from May 27, 2016(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | December 31, 2016 | |
Net Asset Value, Beginning of Period | | $ | 17.12 | | | $ | 13.86 | | | $ | 10.53 | | | $ | 12.42 | | | $ | 10.16 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.01 | ) | | | 0.03 | | | | 0.08 | | | | 0.14 | | | | 0.02 | | | | 0.03 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.90 | | | | 3.23 | | | | 3.40 | | | | (1.95 | ) | | | 2.28 | | | | 0.19 | | |
Total from Investment Operations | | | 1.89 | | | | 3.26 | | | | 3.48 | | | | (1.81 | ) | | | 2.30 | | | | 0.22 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.00 | )(3) | | | (0.15 | ) | | | (0.08 | ) | | | (0.03 | ) | | | (0.06 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | |
Total Distributions | | | — | | | | (0.00 | )(3) | | | (0.15 | ) | | | (0.08 | ) | | | (0.04 | ) | | | (0.06 | ) | |
Net Asset Value, End of Period | | $ | 19.01 | | | $ | 17.12 | | | $ | 13.86 | | | $ | 10.53 | | | $ | 12.42 | | | $ | 10.16 | | |
Total Return(4) | | | 11.04 | %(7) | | | 23.52 | % | | | 33.10 | % | | | (14.61 | )% | | | 22.64 | % | | | 2.24 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 84,599 | | | $ | 45,946 | | | $ | 14,885 | | | $ | 11,554 | | | $ | 11,814 | | | $ | 6,922 | | |
Ratio of Expenses Before Expense Limitation | | | 1.13 | %(8) | | | 1.81 | % | | | 1.96 | % | | | 1.90 | % | | | 3.13 | % | | | 3.57 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.98 | %(5)(8) | | | 0.99 | %(5) | | | 1.00 | %(5) | | | 1.00 | %(5) | | | 0.98 | %(5) | | | 0.97 | %(5)(8) | |
Ratio of Net Investment Income (Loss) | | | (0.06 | )%(5)(8) | | | 0.21 | %(5) | | | 0.64 | %(5) | | | 1.13 | %(5) | | | 0.15 | %(5) | | | 0.48 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 21 | %(7) | | | 54 | % | | | 123 | % | | | 94 | % | | | 68 | % | | | 44 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Concentrated Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from May 27, 2016(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | December 31, 2016 | |
Net Asset Value, Beginning of Period | | $ | 17.00 | | | $ | 13.80 | | | $ | 10.49 | | | $ | 12.37 | | | $ | 10.15 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.03 | ) | | | (0.02 | ) | | | 0.04 | | | | 0.11 | | | | (0.03 | ) | | | 0.01 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.88 | | | | 3.22 | | | | 3.38 | | | | (1.95 | ) | | | 2.28 | | | | 0.19 | | |
Total from Investment Operations | | | 1.85 | | | | 3.20 | | | | 3.42 | | | | (1.84 | ) | | | 2.25 | | | | 0.20 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.00 | )(3) | | | (0.11 | ) | | | (0.04 | ) | | | (0.03 | ) | | | (0.05 | ) | |
Net Asset Value, End of Period | | $ | 18.85 | | | $ | 17.00 | | | $ | 13.80 | | | $ | 10.49 | | | $ | 12.37 | | | $ | 10.15 | | |
Total Return(4) | | | 10.88 | %(7) | | | 23.19 | % | | | 32.64 | % | | | (14.91 | )% | | | 22.17 | % | | | 2.02 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 9,067 | | | $ | 6,091 | | | $ | 4,009 | | | $ | 2,213 | | | $ | 1,666 | | | $ | 782 | | |
Ratio of Expenses Before Expense Limitation | | | 1.41 | %(8) | | | 2.13 | % | | | 2.29 | % | | | 2.24 | % | | | 3.61 | % | | | 4.23 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.27 | %(5)(8) | | | 1.31 | %(5) | | | 1.34 | %(5) | | | 1.35 | %(5) | | | 1.35 | %(5) | | | 1.35 | %(5)(8) | |
Ratio of Net Investment Income (Loss) | | | (0.37 | )%(5)(8) | | | (0.14 | )%(5) | | | 0.32 | %(5) | | | 0.91 | %(5) | | | (0.25 | )%(5) | | | 0.16 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 21 | %(7) | | | 54 | % | | | 123 | % | | | 94 | % | | | 68 | % | | | 44 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Concentrated Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from May 27, 2016(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | December 31, 2016 | |
Net Asset Value, Beginning of Period | | $ | 16.66 | | | $ | 13.63 | | | $ | 10.36 | | | $ | 12.27 | | | $ | 10.15 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.10 | ) | | | (0.12 | ) | | | (0.06 | ) | | | 0.02 | | | | (0.11 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 1.84 | | | | 3.15 | | | | 3.34 | | | | (1.93 | ) | | | 2.26 | | | | 0.21 | | |
Total from Investment Operations | | | 1.74 | | | | 3.03 | | | | 3.28 | | | | (1.91 | ) | | | 2.15 | | | | 0.17 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.00 | )(3) | | | (0.01 | ) | | | — | | | | (0.03 | ) | | | (0.02 | ) | |
Net Asset Value, End of Period | | $ | 18.40 | | | $ | 16.66 | | | $ | 13.63 | | | $ | 10.36 | | | $ | 12.27 | | | $ | 10.15 | | |
Total Return(4) | | | 10.44 | %(7) | | | 22.23 | % | | | 31.69 | % | | | (15.57 | )% | | | 21.18 | % | | | 1.69 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 6,392 | | | $ | 3,568 | | | $ | 2,704 | | | $ | 2,263 | | | $ | 1,728 | | | $ | 877 | | |
Ratio of Expenses Before Expense Limitation | | | 2.18 | %(8) | | | 2.91 | % | | | 3.06 | % | | | 2.98 | % | | | 4.36 | % | | | 4.81 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 2.03 | %(5)(8) | | | 2.09 | %(5) | | | 2.10 | %(5) | | | 2.09 | %(5) | | | 2.10 | %(5) | | | 2.10 | %(5)(8) | |
Ratio of Net Investment Income (Loss) | | | (1.12 | )%(5)(8) | | | (0.91 | )%(5) | | | (0.46 | )%(5) | | | 0.18 | %(5) | | | (0.95 | )%(5) | | | (0.69 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 21 | %(7) | | | 54 | % | | | 123 | % | | | 94 | % | | | 68 | % | | | 44 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Concentrated Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from May 27, 2016(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | December 31, 2016 | |
Net Asset Value, Beginning of Period | | $ | 17.14 | | | $ | 13.86 | | | $ | 10.53 | | | $ | 12.42 | | | $ | 10.16 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.01 | ) | | | 0.03 | | | | 0.09 | | | | 0.16 | | | | 0.02 | | | | 0.03 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.91 | | | | 3.25 | | | | 3.40 | | | | (1.97 | ) | | | 2.28 | | | | 0.20 | | |
Total from Investment Operations | | | 1.90 | | | | 3.28 | | | | 3.49 | | | | (1.81 | ) | | | 2.30 | | | | 0.23 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.00 | )(3) | | | (0.16 | ) | | | (0.08 | ) | | | (0.03 | ) | | | (0.07 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | |
Total Distributions | | | — | | | | (0.00 | )(3) | | | (0.16 | ) | | | (0.08 | ) | | | (0.04 | ) | | | (0.07 | ) | |
Net Asset Value, End of Period | | $ | 19.04 | | | $ | 17.14 | | | $ | 13.86 | | | $ | 10.53 | | | $ | 12.42 | | | $ | 10.16 | | |
Total Return(4) | | | 11.09 | %(7) | | | 23.67 | % | | | 33.16 | % | | | (14.55 | )% | | | 22.67 | % | | | 2.25 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 19 | | | $ | 43 | | | $ | 14 | | | $ | 11 | | | $ | 12 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 10.65 | %(8) | | | 9.20 | % | | | 17.68 | % | | | 17.97 | % | | | 18.61 | % | | | 19.43 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(8) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5)(8) | |
Ratio of Net Investment Income (Loss) | | | (0.08 | )%(5)(8) | | | 0.22 | %(5) | | | 0.68 | %(5) | | | 1.27 | %(5) | | | 0.22 | %(5) | | | 0.56 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 21 | %(7) | | | 54 | % | | | 123 | % | | | 94 | % | | | 68 | % | | | 44 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Concentrated Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class IS.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant
markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
pricing service and/or procedures approved by the Directors; and (5) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Automobiles | | $ | 5,245 | | | $ | — | | | $ | — | | | $ | 5,245 | | |
Banks | | | 19,344 | | | | — | | | | — | | | | 19,344 | | |
Capital Markets | | | 2,056 | | | | — | | | | — | | | | 2,056 | | |
Commercial Services & Supplies | | | 2,858 | | | | — | | | | — | | | | 2,858 | | |
Electric Utilities | | | 2,662 | | | | — | | | | — | | | | 2,662 | | |
Equity Real Estate Investment Trusts (REITs) | | | 6,544 | | | | — | | | | — | | | | 6,544 | | |
Food & Staples Retailing | | | 2,525 | | | | — | | | | — | | | | 2,525 | | |
Health Care Equipment & Supplies | | | 4,902 | | | | — | | | | — | | | | 4,902 | | |
Hotels, Restaurants & Leisure | | | 6,875 | | | | — | | | | — | | | | 6,875 | | |
Information Technology Services | | | 3,997 | | | | — | | | | — | | | | 3,997 | | |
Interactive Media & Services | | | 5,453 | | | | — | | | | — | | | | 5,453 | | |
Internet & Direct Marketing Retail | | | 7,524 | | | | — | | | | — | | | | 7,524 | | |
Personal Products | | | 2,886 | | | | — | | | | — | | | | 2,886 | | |
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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) | |
Semiconductors & Semiconductor Equipment | | $ | 5,636 | | | $ | — | | | $ | — | | | $ | 5,636 | | |
Software | | | 7,105 | | | | — | | | | — | | | | 7,105 | | |
Textiles, Apparel & Luxury Goods | | | 9,520 | | | | — | | | | — | | | | 9,520 | | |
Trading Companies & Distributors | | | 4,476 | | | | — | | | | — | | | | 4,476 | | |
Total Common Stocks | | | 99,608 | | | | — | | | | — | | | | 99,608 | | |
Short-Term Investment | |
Investment Company | | | 1,640 | | | | — | | | | — | | | | 1,640 | | |
Total Assets | | $ | 101,248 | | | $ | — | | | $ | — | | | $ | 101,248 | | |
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. Interest income is recognized on the accrual basis except where collection is in doubt. 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, 2021, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.61% 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 IS 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, 2021, approximately $58,000 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.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 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 shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $53,901,000 and $16,865,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 863 | | | $ | 29,578 | | | $ | 28,801 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 1,640 | | |
@ 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, 2021, 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.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Long-Term Capital Gain (000) | | Ordinary Income (000) | |
$ | 1 | | | $ | 190 | | |
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, 2020:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 14 | | | $ | (14 | ) | |
At December 31, 2020, 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) | |
$ | — | | | $ | 482 | | |
During the year ended December 31, 2020, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $106,000.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 69.3%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 the end of May 2016, 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 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 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.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 | |
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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. | |
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
23
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGCNPSAN
3692252 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Global Core Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 6 | | |
Statements of Changes in Net Assets | | | 7 | | |
Financial Highlights | | | 8 | | |
Notes to Financial Statements | | | 12 | | |
Investment Advisory Agreement Approval | | | 18 | | |
Liquidity Risk Management Program | | | 20 | | |
U.S. Customer Privacy Notice | | | 21 | | |
Director and Officer Information | | | 24 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,113.20 | | | $ | 1,019.98 | | | $ | 5.08 | | | $ | 4.86 | | | | 0.97 | % | |
Global Core Portfolio Class A | | | 1,000.00 | | | | 1,110.60 | | | | 1,018.10 | | | | 7.06 | | | | 6.76 | | | | 1.35 | | |
Global Core Portfolio Class C | | | 1,000.00 | | | | 1,106.80 | | | | 1,014.43 | | | | 10.92 | | | | 10.44 | | | | 2.09 | | |
Global Core Portfolio Class IS | | | 1,000.00 | | | | 1,112.50 | | | | 1,020.08 | | | | 4.98 | | | | 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, 2021 (unaudited)
Portfolio of Investments
Global Core Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.8%) | |
Canada (1.5%) | |
Franco-Nevada Corp. | | | 2,070 | | | $ | 300 | | |
China (11.2%) | |
Alibaba Group Holding Ltd. ADR (a) | | | 3,810 | | | | 864 | | |
NetEase, Inc. ADR | | | 3,235 | | | | 373 | | |
Tencent Holdings Ltd. ADR | | | 13,639 | | | | 1,027 | | |
| | | 2,264 | | |
France (4.5%) | |
LVMH Moet Hennessy Louis Vuitton SE | | | 1,167 | | | | 915 | | |
India (4.2%) | |
HDFC Bank Ltd. ADR (a) | | | 11,588 | | | | 847 | | |
Ireland (1.7%) | |
CRH PLC ADR | | | 6,753 | | | | 343 | | |
Italy (3.1%) | |
Ferrari N.V. | | | 3,007 | | | | 620 | | |
Japan (1.4%) | |
Nippon Telegraph & Telephone Corp. ADR | | | 10,854 | | | | 284 | | |
Singapore (2.2%) | |
Sea Ltd. ADR (a) | | | 1,613 | | | | 443 | | |
Taiwan (4.2%) | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | | 7,180 | | | | 863 | | |
United Kingdom (6.5%) | |
Diageo PLC ADR | | | 3,227 | | | | 619 | | |
Experian PLC ADR | | | 7,151 | | | | 277 | | |
London Stock Exchange Group PLC | | | 1,908 | | | | 210 | | |
Ryanair Holdings PLC ADR (a) | | | 2,005 | | | | 217 | | |
| | | 1,323 | | |
United States (57.3%) | |
Ameriprise Financial, Inc. | | | 2,084 | | | | 519 | | |
Apple, Inc. | | | 9,404 | | | | 1,288 | | |
Chevron Corp. | | | 7,695 | | | | 806 | | |
Danaher Corp. | | | 2,925 | | | | 785 | | |
Estee Lauder Cos., Inc. (The), Class A | | | 1,702 | | | | 541 | | |
Euronet Worldwide, Inc. (a) | | | 816 | | | | 110 | | |
First Republic Bank | | | 3,458 | | | | 647 | | |
Fortune Brands Home & Security, Inc. | | | 2,750 | | | | 274 | | |
JPMorgan Chase & Co. | | | 3,656 | | | | 569 | | |
Lululemon Athletica, Inc. (a) | | | 1,479 | | | | 540 | | |
Mastercard, Inc., Class A | | | 2,183 | | | | 797 | | |
McDonald's Corp. | | | 1,625 | | | | 375 | | |
MGM Resorts International | | | 10,147 | | | | 433 | | |
Microsoft Corp. | | | 4,325 | | | | 1,172 | | |
| | Shares | | Value (000) | |
NextEra Energy, Inc. | | | 6,174 | | | $ | 452 | | |
Planet Fitness, Inc., Class A (a) | | | 690 | | | | 52 | | |
Progressive Corp. (The) | | | 604 | | | | 59 | | |
STORE Capital Corp. REIT | | | 19,406 | | | | 670 | | |
SVB Financial Group (a) | | | 1,329 | | | | 740 | | |
Target Corp. | | | 1,561 | | | | 377 | | |
United Rentals, Inc. (a) | | | 851 | | | | 271 | | |
Veeva Systems, Inc., Class A (a) | | | 536 | | | | 167 | | |
| | | 11,644 | | |
Total Common Stocks (Cost $13,332) | | | 19,846 | | |
Short-Term Investment (2.0%) | |
Investment Company (2.0%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $412) | | | 411,672 | | | | 412 | | |
Total Investments (99.8%) (Cost $13,744) (b) | | | 20,258 | | |
Other Assets in Excess of Liabilities (0.2%) | | | 48 | | |
Net Assets (100.0%) | | $ | 20,306 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $6,516,000 and the aggregate gross unrealized depreciation is approximately $2,000, resulting in net unrealized appreciation of approximately $6,514,000.
ADR American Depositary Receipt.
REIT Real Estate Investment Trust.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 61.8 | % | |
Banks | | | 13.8 | | |
Textiles, Apparel & Luxury Goods | | | 7.2 | | |
Tech Hardware, Storage & Peripherals | | | 6.3 | | |
Software | | | 5.8 | | |
Interactive Media & Services | | | 5.1 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $13,332) | | $ | 19,846 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $412) | | | 412 | | |
Total Investments in Securities, at Value (Cost $13,744) | | | 20,258 | | |
Foreign Currency, at Value (Cost —@) | | | — | @ | |
Due from Adviser | | | 15 | | |
Dividends Receivable | | | 12 | | |
Tax Reclaim Receivable | | | 2 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 66 | | |
Total Assets | | | 20,353 | | |
Liabilities: | |
Payable for Professional Fees | | | 32 | | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 2 | | |
Payable for Custodian Fees | | | 1 | | |
Payable for Administration Fees | | | 1 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class A | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Other Liabilities | | | 11 | | |
Total Liabilities | | | 47 | | |
Net Assets | | $ | 20,306 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 13,693 | | |
Total Distributable Earnings | | | 6,613 | | |
Net Assets | | $ | 20,306 | | |
CLASS I: | |
Net Assets | | $ | 15,390 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 864,692 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.80 | | |
CLASS A: | |
Net Assets | | $ | 2,294 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 129,748 | | |
Net Asset Value, Redemption Price Per Share | | $ | 17.68 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.98 | | |
Maximum Offering Price Per Share | | $ | 18.66 | | |
CLASS C: | |
Net Assets | | $ | 2,604 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 151,300 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.21 | | |
CLASS IS: | |
Net Assets | | $ | 18 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,008 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.80 | | |
@ 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, 2021 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $3 of Foreign Taxes Withheld) | | $ | 89 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 89 | | |
Expenses: | |
Advisory Fees (Note B) | | | 62 | | |
Professional Fees | | | 60 | | |
Registration Fees | | | 20 | | |
Shareholder Services Fees — Class A (Note D) | | | 3 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 12 | | |
Shareholder Reporting Fees | | | 9 | | |
Administration Fees (Note C) | | | 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 IS (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 3 | | |
Directors' Fees and Expenses | | | 2 | | |
Sub Transfer Agency Fees — Class I | | | 1 | | |
Sub Transfer Agency Fees — Class A | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | 1 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 2 | | |
Total Expenses | | | 188 | | |
Waiver of Advisory Fees (Note B) | | | (62 | ) | |
Expenses Reimbursed by Adviser (Note B) | | | (28 | ) | |
Reimbursement of Class Specific Expenses — Class IS (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 97 | | |
Net Investment Loss | | | (8 | ) | |
Realized Gain: | |
Investments Sold | | | 339 | | |
Foreign Currency Translation | | | — | @ | |
Net Realized Gain | | | 339 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 1,354 | | |
Foreign Currency Translation | | | (— | @) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 1,354 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 1,693 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 1,685 | | |
@ 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, 2021
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (8 | ) | | $ | (3 | ) | |
Net Realized Gain | | | 339 | | | | 68 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 1,354 | | | | 2,053 | | |
Net Increase in Net Assets Resulting from Operations | | | 1,685 | | | | 2,118 | | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 4,591 | | | | 989 | | |
Redeemed | | | (287 | ) | | | (793 | ) | |
Class A: | |
Subscribed | | | 334 | | | | 277 | | |
Redeemed | | | (124 | ) | | | (918 | ) | |
Class C: | |
Subscribed | | | 388 | | | | 371 | | |
Redeemed | | | (13 | ) | | | (116 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | 4,889 | | | | (190 | ) | |
Total Increase in Net Assets | | | 6,574 | | | | 1,928 | | |
Net Assets: | |
Beginning of Period | | | 13,732 | | | | 11,804 | | |
End of Period | | $ | 20,306 | | | $ | 13,732 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 266 | | | | 66 | | |
Shares Redeemed | | | (17 | ) | | | (69 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | 249 | | | | (3 | ) | |
Class A: | |
Shares Subscribed | | | 19 | | | | 21 | | |
Shares Redeemed | | | (7 | ) | | | (69 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | 12 | | | | (48 | ) | |
Class C: | |
Shares Subscribed | | | 24 | | | | 26 | | |
Shares Redeemed | | | (1 | ) | | | (9 | ) | |
Net Increase in Class C Shares Outstanding | | | 23 | | | | 17 | | |
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Core Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from May 27, 2016(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | December 31, 2016 | |
Net Asset Value, Beginning of Period | | $ | 15.99 | | | $ | 13.19 | | | $ | 10.15 | | | $ | 12.20 | | | $ | 10.03 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.01 | | | | 0.02 | | | | 0.07 | | | | 0.12 | | | | 0.07 | | | | 0.05 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.80 | | | | 2.78 | | | | 3.07 | | | | (2.09 | ) | | | 2.16 | | | | 0.06 | | |
Total from Investment Operations | | | 1.81 | | | | 2.80 | | | | 3.14 | | | | (1.97 | ) | | | 2.23 | | | | 0.11 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.09 | ) | | | (0.08 | ) | | | (0.06 | ) | | | (0.08 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.01 | ) | | | — | | | | (0.00 | )(3) | | | — | | |
Total Distributions | | | — | | | | — | | | | (0.10 | ) | | | (0.08 | ) | | | (0.06 | ) | | | (0.08 | ) | |
Net Asset Value, End of Period | | $ | 17.80 | | | $ | 15.99 | | | $ | 13.19 | | | $ | 10.15 | | | $ | 12.20 | | | $ | 10.03 | | |
Total Return(4) | | | 11.32 | %(7) | | | 21.23 | % | | | 30.96 | % | | | (16.15 | )% | | | 22.27 | % | | | 1.08 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 15,390 | | | $ | 9,849 | | | $ | 8,157 | | | $ | 6,738 | | | $ | 10,398 | | | $ | 6,517 | | |
Ratio of Expenses Before Expense Limitation | | | 2.06 | %(8) | | | 2.93 | % | | | 2.73 | % | | | 2.53 | % | | | 2.89 | % | | | 3.73 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.97 | %(5)(8) | | | 0.99 | %(5) | | | 0.98 | %(5) | | | 1.00 | %(5) | | | 0.97 | %(5) | | | 0.98 | %(5)(8) | |
Ratio of Net Investment Income | | | 0.10 | %(5)(8) | | | 0.18 | %(5) | | | 0.61 | %(5) | | | 0.97 | %(5) | | | 0.64 | %(5) | | | 0.82 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 8 | %(7) | | | 30 | % | | | 61 | % | | | 50 | % | | | 41 | % | | | 22 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Core Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from May 27, 2016(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | December 31, 2016 | |
Net Asset Value, Beginning of Period | | $ | 15.92 | | | $ | 13.17 | | | $ | 10.15 | | | $ | 12.18 | | | $ | 10.02 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.02 | ) | | | (0.02 | ) | | | 0.03 | | | | 0.07 | | | | 0.03 | | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.78 | | | | 2.77 | | | | 3.05 | | | | (2.07 | ) | | | 2.15 | | | | 0.06 | | |
Total from Investment Operations | | | 1.76 | | | | 2.75 | | | | 3.08 | | | | (2.00 | ) | | | 2.18 | | | | 0.08 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.05 | ) | | | (0.03 | ) | | | (0.02 | ) | | | (0.06 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.01 | ) | | | — | | | | (0.00 | )(3) | | | — | | |
Total Distributions | | | — | | | | — | | | | (0.06 | ) | | | (0.03 | ) | | | (0.02 | ) | | | (0.06 | ) | |
Net Asset Value, End of Period | | $ | 17.68 | | | $ | 15.92 | | | $ | 13.17 | | | $ | 10.15 | | | $ | 12.18 | | | $ | 10.02 | | |
Total Return(4) | | | 11.06 | %(7) | | | 20.88 | % | | | 30.36 | % | | | (16.41 | )% | | | 21.82 | % | | | 0.83 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,294 | | | $ | 1,869 | | | $ | 2,186 | | | $ | 1,320 | | | $ | 1,962 | | | $ | 1,263 | | |
Ratio of Expenses Before Expense Limitation | | | 2.43 | %(8) | | | 3.32 | % | | | 3.12 | % | | | 2.89 | % | | | 3.36 | % | | | 4.16 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.35 | %(5)(8) | | | 1.35 | %(5) | | | 1.35 | %(5) | | | 1.35 | %(5) | | | 1.35 | %(5) | | | 1.35 | %(5)(8) | |
Ratio of Net Investment Income (Loss) | | | (0.27 | )%(5)(8) | | | (0.18 | )%(5) | | | 0.26 | %(5) | | | 0.62 | %(5) | | | 0.25 | %(5) | | | 0.39 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 8 | %(7) | | | 30 | % | | | 61 | % | | | 50 | % | | | 41 | % | | | 22 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Core Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from May 27, 2016(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | December 31, 2016 | |
Net Asset Value, Beginning of Period | | $ | 15.55 | | | $ | 12.97 | | | $ | 10.02 | | | $ | 12.08 | | | $ | 10.00 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.08 | ) | | | (0.12 | ) | | | (0.05 | ) | | | (0.01 | ) | | | (0.06 | ) | | | (0.02 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 1.74 | | | | 2.70 | | | | 3.00 | | | | (2.05 | ) | | | 2.15 | | | | 0.06 | | |
Total from Investment Operations | | | 1.66 | | | | 2.58 | | | | 2.95 | | | | (2.06 | ) | | | 2.09 | | | | 0.04 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | | | (0.04 | ) | |
Net Asset Value, End of Period | | $ | 17.21 | | | $ | 15.55 | | | $ | 12.97 | | | $ | 10.02 | | | $ | 12.08 | | | $ | 10.00 | | |
Total Return(3) | | | 10.68 | %(6) | | | 19.89 | % | | | 29.44 | % | | | (17.05 | )% | | | 20.92 | % | | | 0.41 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,604 | | | $ | 1,998 | | | $ | 1,448 | | | $ | 1,311 | | | $ | 1,246 | | | $ | 901 | | |
Ratio of Expenses Before Expense Limitation | | | 3.18 | %(7) | | | 4.11 | % | | | 3.92 | % | | | 3.66 | % | | | 4.19 | % | | | 5.02 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 2.09 | %(4)(7) | | | 2.10 | %(4) | | | 2.10 | %(4) | | | 2.10 | %(4) | | | 2.10 | %(4) | | | 2.10 | %(4)(7) | |
Ratio of Net Investment Loss | | | (1.02 | )%(4)(7) | | | (0.94 | )%(4) | | | (0.45 | )%(4) | | | (0.05 | )%(4) | | | (0.50 | )%(4) | | | (0.36 | )%(4)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 8 | %(6) | | | 30 | % | | | 61 | % | | | 50 | % | | | 41 | % | | | 22 | %(6) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Core Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from May 27, 2016(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | December 31, 2016 | |
Net Asset Value, Beginning of Period | | $ | 15.99 | | | $ | 13.18 | | | $ | 10.15 | | | $ | 12.20 | | | $ | 10.03 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.01 | | | | 0.03 | | | | 0.07 | | | | 0.13 | | | | 0.07 | | | | 0.05 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.80 | | | | 2.78 | | | | 3.06 | | | | (2.09 | ) | | | 2.17 | | | | 0.06 | | |
Total from Investment Operations | | | 1.81 | | | | 2.81 | | | | 3.13 | | | | (1.96 | ) | | | 2.24 | | | | 0.11 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.09 | ) | | | (0.09 | ) | | | (0.07 | ) | | | (0.08 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.01 | ) | | | — | | | | (0.00 | )(3) | | | — | | |
Total Distributions | | | — | | | | — | | | | (0.10 | ) | | | (0.09 | ) | | | (0.07 | ) | | | (0.08 | ) | |
Net Asset Value, End of Period | | $ | 17.80 | | | $ | 15.99 | | | $ | 13.18 | | | $ | 10.15 | | | $ | 12.20 | | | $ | 10.03 | | |
Total Return(4) | | | 11.25 | %(7) | | | 21.40 | % | | | 30.90 | % | | | (16.10 | )% | | | 22.29 | % | | | 1.10 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 18 | | | $ | 16 | | | $ | 13 | | | $ | 10 | | | $ | 12 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 12.68 | %(8) | | | 18.19 | % | | | 18.98 | % | | | 19.09 | % | | | 18.67 | % | | | 19.70 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(8) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5)(8) | |
Ratio of Net Investment Income | | | 0.12 | %(5)(8) | | | 0.22 | %(5) | | | 0.63 | %(5) | | | 1.06 | %(5) | | | 0.66 | %(5) | | | 0.84 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 8 | %(7) | | | 30 | % | | | 61 | % | | | 50 | % | | | 41 | % | | | 22 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Core Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class IS.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices
from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Airlines | | $ | 217 | | | $ | — | | | $ | — | | | $ | 217 | | |
Automobiles | | | 620 | | | | — | | | | — | | | | 620 | | |
Banks | | | 2,803 | | | | — | | | | — | | | | 2,803 | | |
Beverages | | | 619 | | | | — | | | | — | | | | 619 | | |
Building Products | | | 274 | | | | — | | | | — | | | | 274 | | |
Capital Markets | | | 729 | | | | — | | | | — | | | | 729 | | |
Construction Materials | | | 343 | | | | — | | | | — | | | | 343 | | |
Diversified Telecommunication Services | | | 284 | | | | — | | | | — | | | | 284 | | |
Electric Utilities | | | 452 | | | | — | | | | — | | | | 452 | | |
Entertainment | | | 816 | | | | — | | | | — | | | | 816 | | |
Equity Real Estate Investment Trusts (REITs) | | | 670 | | | | — | | | | — | | | | 670 | | |
Health Care Equipment & Supplies | | | 785 | | | | — | | | | — | | | | 785 | | |
Health Care Technology | | | 167 | | | | — | | | | — | | | | 167 | | |
Hotels, Restaurants & Leisure | | | 860 | | | | — | | | | — | | | | 860 | | |
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 | | $ | 907 | | | $ | — | | | $ | — | | | $ | 907 | | |
Insurance | | | 59 | | | | — | | | | — | | | | 59 | | |
Interactive Media & Services | | | 1,027 | | | | — | | | | — | | | | 1,027 | | |
Internet & Direct Marketing Retail | | | 864 | | | | — | | | | — | | | | 864 | | |
Metals & Mining | | | 300 | | | | — | | | | — | | | | 300 | | |
Multi-Line Retail | | | 377 | | | | — | | | | — | | | | 377 | | |
Oil, Gas & Consumable Fuels | | | 806 | | | | — | | | | — | | | | 806 | | |
Personal Products | | | 541 | | | | — | | | | — | | | | 541 | | |
Professional Services | | | 277 | | | | — | | | | — | | | | 277 | | |
Semiconductors & Semiconductor Equipment | | | 863 | | | | — | | | | — | | | | 863 | | |
Software | | | 1,172 | | | | — | | | | — | | | | 1,172 | | |
Tech Hardware, Storage & Peripherals | | | 1,288 | | | | — | | | | — | | | | 1,288 | | |
Textiles, Apparel & Luxury Goods | | | 1,455 | | | | — | | | | — | | | | 1,455 | | |
Trading Companies & Distributors | | | 271 | | | | — | | | | — | | | | 271 | | |
Total Common Stocks | | | 19,846 | | | | — | | | | — | | | | 19,846 | | |
Short-Term Investment | |
Investment Company | | | 412 | | | | — | | | | — | | | | 412 | | |
Total Assets | | $ | 20,258 | | | $ | — | | | $ | — | | | $ | 20,258 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the
fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign security markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, 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, 2021 (unaudited)
Notes to Financial Statements (cont'd)
4. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
5. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
6. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. 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, 2021, 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 IS 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, 2021, approximately $62,000 of advisory fees were waived and approximately $29,000 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
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
providing shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $5,832,000 and $1,238,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 229 | | | $ | 4,218 | | | $ | 4,035 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain(Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 412 | | |
@ 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, 2021, 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, 2020, remains subject to examination by taxing authorities.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Paid-in- Capital (000) | | Ordinary Income (000) | | Paid-in- Capital (000) | |
$ | — | | | $ | — | | | $ | 66 | | | $ | 4 | | |
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, 2020:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 4 | | | $ | (4 | ) | |
At December 31, 2020, the Fund had no distributable earnings on a tax basis.
At December 31, 2020, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $169,000 that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders. During the year ended December 31, 2020, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $89,000.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or
1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 53.3%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 the end of May 2016, 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 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 breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGCPSAN
3693652 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Global Endurance Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 9 | | |
Notes to Financial Statements | | | 13 | | |
Investment Advisory Agreement Approval | | | 22 | | |
Liquidity Risk Management Program | | | 24 | | |
U.S. Customer Privacy Notice | | | 25 | | |
Director and Officer Information | | | 28 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,380.60 | | | $ | 1,020.03 | | | $ | 5.67 | | | $ | 4.81 | | | | 0.96 | % | |
Global Endurance Portfolio Class A | | | 1,000.00 | | | | 1,378.30 | | | | 1,018.20 | | | | 7.84 | | | | 6.66 | | | | 1.33 | | |
Global Endurance Portfolio Class C | | | 1,000.00 | | | | 1,373.30 | | | | 1,014.38 | | | | 12.36 | | | | 10.49 | | | | 2.10 | | |
Global Endurance Portfolio Class IS | | | 1,000.00 | | | | 1,381.10 | | | | 1,020.08 | | | | 5.61 | | | | 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, 2021 (unaudited)
Portfolio of Investments
Global Endurance Portfolio
| | Shares | | Value (000) | |
Common Stocks (92.8%) | |
Canada (6.9%) | |
Colliers International Group, Inc. | | | 23,956 | | | $ | 2,683 | | |
Constellation Software, Inc. | | | 523 | | | | 792 | | |
Shopify, Inc., Class A (a) | | | 1,357 | | | | 1,982 | | |
| | | 5,457 | | |
Finland (0.7%) | |
Revenio Group Oyj | | | 7,849 | | | | 595 | | |
Japan (1.9%) | |
Freee KK (a) | | | 10,700 | | | | 983 | | |
Mercari, Inc. (a) | | | 9,500 | | | | 505 | | |
| | | 1,488 | | |
Poland (1.9%) | |
Dino Polska SA (a) | | | 20,798 | | | | 1,527 | | |
Sweden (2.3%) | |
AddLife AB, Class B | | | 60,027 | | | | 1,845 | | |
United Kingdom (10.4%) | |
Angle PLC (a) | | | 323,513 | | | | 611 | | |
ASOS PLC (a) | | | 14,662 | | | | 1,006 | | |
Babcock International Group PLC (a) | | | 538,087 | | | | 2,159 | | |
Victoria PLC (a) | | | 300,745 | | | | 4,451 | | |
| | | 8,227 | | |
United States (68.7%) | |
Ajax I, Class A SPAC (a) | | | 136,863 | | | | 1,363 | | |
Appfolio, Inc., Class A (a) | | | 6,441 | | | | 910 | | |
Appian Corp. (a) | | | 15,551 | | | | 2,142 | | |
Cardlytics, Inc. (a) | | | 27,588 | | | | 3,502 | | |
Carvana Co. (a) | | | 5,514 | | | | 1,664 | | |
Coupang, Inc. (a) | | | 16,126 | | | | 674 | | |
Credit Acceptance Corp. (a) | | | 3,369 | | | | 1,530 | | |
Cricut, Inc., Class A (a) | | | 185,491 | | | | 7,902 | | |
Datadog, Inc., Class A (a) | | | 7,535 | | | | 784 | | |
| | Shares | | Value (000) | |
Equitable Holdings, Inc. | | | 58,503 | | | $ | 1,781 | | |
Fastly, Inc., Class A (a) | | | 85,132 | | | | 5,074 | | |
Floor & Decor Holdings, Inc., Class A (a) | | | 29,004 | | | | 3,066 | | |
GTT Communications, Inc. (a) | | | 53,065 | | | | 129 | | |
JFrog Ltd. (a) | | | 61,361 | | | | 2,793 | | |
Latch, Inc. (a) | | | 85,886 | | | | 1,054 | | |
Okta, Inc. (a) | | | 6,135 | | | | 1,501 | | |
Party City Holdco, Inc. (a) | | | 253,259 | | | | 2,363 | | |
Porch Group, Inc. (a) | | | 32,720 | | | | 633 | | |
Royalty Pharma PLC, Class A | | | 31,049 | | | | 1,273 | | |
salesforce.com, Inc. (a) | | | 11,702 | | | | 2,858 | | |
Skillz, Inc. (a) | | | 129,976 | | | | 2,823 | | |
Smartsheet, Inc., Class A (a) | | | 39,771 | | | | 2,876 | | |
Soaring Eagle Acquisition Corp. (Units) SPAC (a)(b) | | | 54,135 | | | | 573 | | |
Squarespace, Inc., Class A (a) | | | 11,636 | | | | 691 | | |
Stitch Fix, Inc., Class A (a) | | | 56,874 | | | | 3,430 | | |
UTZ Brands, Inc. | | | 17,683 | | | | 385 | | |
Wayfair, Inc., Class A (a) | | | 2,577 | | | | 814 | | |
| | | 54,588 | | |
Total Common Stocks (Cost $63,863) | | | 73,727 | | |
Investment Company (0.3%) | |
Hipgnosis Songs Fund Ltd. (Cost $243) | | | 146,133 | | | | 246 | | |
Short-Term Investment (6.9%) | |
Investment Company (6.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $5,485) | | | 5,485,188 | | | | 5,485 | | |
Total Investments (100.0%) (Cost $69,591) (c)(j) | | | 79,458 | | |
Other Assets in Excess of Liabilities (0.0%) (d) | | | 38 | | |
Net Assets (100.0%) | | $ | 79,496 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
The Fund had the following Derivative Contracts — PIPE open at June 30, 2021. | |
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized (Depreciation) (000) | | % of Net Assets | |
Ajax I
| | Cazoo Holdings Ltd. (a)(e)(f)(g)(i) | | $303,180 | | 12/31/21 | | $ | (37 | ) | | | (0.04 | )% | |
Soaring Eagle Acquisition Corp.
| | Ginkgo Bioworks, Inc. (a)(e)(f)(h)(i) | | 1,038,320 | | 12/31/21 | | | (149 | ) | | | (0.19 | ) | |
| | | | | | | | $ | (186 | ) | | | (0.23 | )% | |
(a) Non-income producing security.
(b) Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.
(c) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $10,950,000 and the aggregate gross unrealized depreciation is approximately $1,269,000, resulting in net unrealized appreciation of approximately $9,681,000.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Global Endurance Portfolio
(d) Amount is less than 0.05%.
(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 derivative contracts (excluding 144A holdings) at June 30, 2021 amounts to approximately $(186,000) and represents (0.2)% of net assets.
(f) At June 30, 2021, the Fund held fair valued derivative contracts valued at approximately $(186,000), representing (0.2)% of net assets. These holdings have been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(g) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 30,318 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between Cazoo Holdings Ltd., and Ajax I, a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Ajax I and Cazoo Holdings Ltd., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Ajax I and Cazoo Holdings Ltd. The investment is restricted from resale until the settlement date.
(h) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 103,832 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between Ginkgo Bioworks, Inc., and Soaring Eagle Acquisition Corp., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Soaring Eagle Acquisition Corp., and Ginkgo Bioworks, Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Soaring Eagle Acquisition Corp., and Ginkgo Bioworks, Inc. The investment is restricted from resale until the settlement date.
(i) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
(j) Securities are available for collateral in connection with securities purchased on a forward commitment basis.
PIPE Private Investment in Public Equity.
SPAC Special Purpose Acquisition Company.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 28.8 | % | |
Software | | | 19.1 | | |
Household Durables | | | 15.6 | | |
Information Technology Services | | | 11.8 | | |
Specialty Retail | | | 8.9 | | |
Internet & Direct Marketing Retail | | | 8.9 | | |
Short-Term Investments | | | 6.9 | | |
Total Investments | | | 100.0 | %** | |
* Industries and/or investment types representing less than 5% of total investments.
** Does not include open PIPE contracts with total unrealized depreciation of approximately $186,000.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Global Endurance Portfolio
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $64,106) | | $ | 73,973 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $5,485) | | | 5,485 | | |
Total Investments in Securities, at Value (Cost $69,591) | | �� | 79,458 | | |
Foreign Currency, at Value (Cost $11) | | | 11 | | |
Receivable for Fund Shares Sold | | | 1,465 | | |
Receivable for Investments Sold | | | 464 | | |
Dividends Receivable | | | 2 | | |
Receivable from Affiliate | | | — | @ | |
Receivable from Securities Lending Income | | | — | @ | |
Other Assets | | | 54 | | |
Total Assets | | | 81,454 | | |
Liabilities: | |
Payable for Investments Purchased | | | 1,655 | | |
Payable for Advisory Fees | | | 68 | | |
Payable for Professional Fees | | | 31 | | |
Payable for Administration Fees | | | 5 | | |
Payable for Custodian Fees | | | 3 | | |
Payable for Shareholder Services Fees — Class A | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class A | | | — | @ | |
Payable for Fund Shares Redeemed | | | — | @ | |
Unrealized Depreciation on Derivative Contracts — PIPE | | | 186 | | |
Other Liabilities | | | 8 | | |
Total Liabilities | | | 1,958 | | |
Net Assets | | $ | 79,496 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 65,777 | | |
Total Distributable Earnings | | | 13,719 | | |
Net Assets | | $ | 79,496 | | |
CLASS I: | |
Net Assets | | $ | 72,807 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,989,426 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 36.60 | | |
CLASS A: | |
Net Assets | | $ | 4,744 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 130,726 | | |
Net Asset Value, Redemption Price Per Share | | $ | 36.29 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 2.01 | | |
Maximum Offering Price Per Share | | $ | 38.30 | | |
CLASS C: | |
Net Assets | | $ | 1,906 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 53,527 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 35.61 | | |
CLASS IS: | |
Net Assets | | $ | 39 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,072 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 36.63 | | |
@ 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, 2021 (unaudited)
Global Endurance Portfolio
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $2 of Foreign Taxes Withheld) | | $ | 44 | | |
Income from Securities Loaned — Net | | | 23 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 67 | | |
Expenses: | |
Advisory Fees (Note B) | | | 152 | | |
Professional Fees | | | 59 | | |
Registration Fees | | | 25 | | |
Administration Fees (Note C) | | | 15 | | |
Shareholder Services Fees — Class A (Note D) | | | 3 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 6 | | |
Custodian Fees (Note F) | | | 6 | | |
Shareholder Reporting Fees | | | 6 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Sub Transfer Agency Fees — Class I | | | 2 | | |
Sub Transfer Agency Fees — Class A | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 9 | | |
Total Expenses | | | 291 | | |
Waiver of Advisory Fees (Note B) | | | (94 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (— | @) | |
Reimbursement of Class Specific Expenses — Class IS (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (1 | ) | |
Net Expenses | | | 195 | | |
Net Investment Loss | | | (128 | ) | |
Realized Gain: | |
Investments Sold | | | 4,090 | | |
Foreign Currency Translation | | | 11 | | |
Net Realized Gain | | | 4,101 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 5,379 | | |
Foreign Currency Translation | | | 1 | | |
Derivative Contracts — PIPE | | | (186 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 5,194 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 9,295 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 9,167 | | |
@ 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, 2021
Global Endurance Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (128 | ) | | $ | (29 | ) | |
Net Realized Gain | | | 4,101 | | | | 430 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 5,194 | | | | 3,833 | | |
Net Increase in Net Assets Resulting from Operations | | | 9,167 | | | | 4,234 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (235 | ) | |
Class A | | | — | | | | (73 | ) | |
Class C | | | — | | | | (14 | ) | |
Class IS | | | — | | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (323 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 65,051 | | | | 1,651 | | |
Distributions Reinvested | | | — | | | | 235 | | |
Redeemed | | | (8,001 | ) | | | (7 | ) | |
Class A: | |
Subscribed | | | 4,727 | | | | 2,453 | | |
Distributions Reinvested | | | — | | | | 73 | | |
Redeemed | | | (3,482 | ) | | | (630 | ) | |
Class C: | |
Subscribed | | | 1,896 | | | | 317 | | |
Distributions Reinvested | | | — | | | | 14 | | |
Redeemed | | | (645 | ) | | | (32 | ) | |
Class IS: | |
Subscribed | | | — | | | | 1 | | |
Distributions Reinvested | | | — | | | | 1 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 59,546 | | | | 4,076 | | |
Total Increase in Net Assets | | | 68,713 | | | | 7,987 | | |
Net Assets: | |
Beginning of Period | | | 10,783 | | | | 2,796 | | |
End of Period | | $ | 79,496 | | | $ | 10,783 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 1,926 | | | | 76 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 9 | | |
Shares Redeemed | | | (233 | ) | | | (— | @@) | |
Net Increase in Class I Shares Outstanding | | | 1,693 | | | | 85 | | |
Class A: | |
Shares Subscribed | | | 141 | | | | 117 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3 | | |
Shares Redeemed | | | (104 | ) | | | (28 | ) | |
Net Increase in Class A Shares Outstanding | | | 37 | | | | 92 | | |
Class C: | |
Shares Subscribed | | | 57 | | | | 17 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (20 | ) | | | (2 | ) | |
Net Increase in Class C Shares Outstanding | | | 37 | | | | 16 | | |
Class IS: | |
Shares Subscribed | | | — | | | | — | @@ | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Net Increase in Class IS Shares Outstanding | | | — | | | | — | @@ | |
@@ 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, 2021
Financial Highlights
Global Endurance Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period Ended | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 26.51 | | | $ | 13.03 | | | $ | 9.98 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.10 | ) | | | (0.09 | ) | | | (0.05 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | 10.19 | | | | 14.41 | | | | 3.10 | | | | (0.02 | ) | |
Total from Investment Operations | | | 10.09 | | | | 14.32 | | | | 3.05 | | | | (0.02 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.03 | ) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.81 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.84 | ) | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 36.60 | | | $ | 26.51 | | | $ | 13.03 | | | $ | 9.98 | | |
Total Return(4) | | | 38.06 | %(7) | | | 110.03 | % | | | 30.30 | % | | | 0.00 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 72,807 | | | $ | 7,854 | | | $ | 2,757 | | | $ | 2,017 | | |
Ratio of Expenses Before Expense Limitation | | | 1.46 | %(8) | | | 5.12 | % | | | 14.17 | % | | | 913.94 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.96 | %(5)(8) | | | 1.00 | %(5) | | | 1.00 | %(5) | | | 1.00 | %(8) | |
Ratio of Net Investment Loss | | | (0.61 | )%(5)(8) | | | (0.52 | )%(5) | | | (0.42 | )%(5) | | | (1.00 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | N/A | | |
Portfolio Turnover Rate | | | 39 | %(7) | | | 46 | % | | | 74 | % | | | 0 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Endurance Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period Ended | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 26.33 | | | $ | 12.99 | | | $ | 9.98 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.14 | ) | | | (0.19 | ) | | | (0.09 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | 10.10 | | | | 14.34 | | | | 3.10 | | | | (0.02 | ) | |
Total from Investment Operations | | | 9.96 | | | | 14.15 | | | | 3.01 | | | | (0.02 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.00 | )(3) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.81 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.81 | ) | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 36.29 | | | $ | 26.33 | | | $ | 12.99 | | | $ | 9.98 | | |
Total Return(4) | | | 37.83 | %(7) | | | 109.10 | % | | | 29.90 | % | | | 0.00 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,744 | | | $ | 2,462 | | | $ | 13 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 1.83 | %(8) | | | 5.67 | % | | | 29.52 | % | | | 927.90 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.33 | %(5)(8) | | | 1.35 | %(5) | | | 1.35 | %(5) | | | 1.35 | %(8) | |
Ratio of Net Investment Loss | | | (0.87 | )%(5)(8) | | | (0.86 | )%(5) | | | (0.77 | )%(5) | | | (1.35 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | N/A | | |
Portfolio Turnover Rate | | | 39 | %(7) | | | 46 | % | | | 74 | % | | | 0 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Endurance Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period Ended | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 25.93 | | | $ | 12.89 | | | $ | 9.98 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.28 | ) | | | (0.33 | ) | | | (0.18 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | 9.96 | | | | 14.18 | | | | 3.09 | | | | (0.02 | ) | |
Total from Investment Operations | | | 9.68 | | | | 13.85 | | | | 2.91 | | | | (0.02 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.81 | ) | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 35.61 | | | $ | 25.93 | | | $ | 12.89 | | | $ | 9.98 | | |
Total Return(4) | | | 37.33 | %(7) | | | 107.59 | % | | | 28.90 | % | | | 0.00 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,906 | | | $ | 439 | | | $ | 13 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 2.61 | %(8) | | | 7.61 | % | | | 30.23 | % | | | 928.63 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(5)(8) | | | 2.10 | %(5) | | | 2.10 | %(5) | | | 2.10 | %(8) | |
Ratio of Net Investment Loss | | | (1.76 | )%(5)(8) | | | (1.62 | )%(5) | | | (1.52 | )%(5) | | | (2.10 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | N/A | | |
Portfolio Turnover Rate | | | 39 | %(7) | | | 46 | % | | | 74 | % | | | 0 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Endurance Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period Ended | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 26.53 | | | $ | 13.04 | | | $ | 9.98 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.09 | ) | | | (0.08 | ) | | | (0.04 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | 10.19 | | | | 14.41 | | | | 3.10 | | | | (0.02 | ) | |
Total from Investment Operations | | | 10.10 | | | | 14.33 | | | | 3.06 | | | | (0.02 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.03 | ) | | | — | | | | — | | |
Net Realized Gain | | | — | | | | (0.81 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.84 | ) | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 36.63 | | | $ | 26.53 | | | $ | 13.04 | | | $ | 9.98 | | |
Total Return(4) | | | 38.11 | %(7) | | | 110.08 | % | | | 30.40 | % | | | 0.00 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 39 | | | $ | 28 | | | $ | 13 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 6.44 | %(8) | | | 16.93 | % | | | 29.13 | % | | | 927.65 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(8) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(8) | |
Ratio of Net Investment Loss | | | (0.52 | )%(5)(8) | | | (0.47 | )%(5) | | | (0.37 | )%(5) | | | (0.95 | )%(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | N/A | | |
Portfolio Turnover Rate | | | 39 | %(7) | | | 46 | % | | | 74 | % | | | 0 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Endurance Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class IS.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the
valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (6) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Commercial Services & Supplies | | $ | 2,159 | | | $ | — | | | $ | — | | | $ | 2,159 | | |
Consumer Finance | | | 1,530 | | | | — | | | | — | | | | 1,530 | | |
Diversified Financial Services | | | 1,781 | | | | — | | | | — | | | | 1,781 | | |
Diversified Holding Companies | | | 573 | | | | — | | | | — | | | | 573 | | |
Entertainment | | | 2,823 | | | | — | | | | — | | | | 2,823 | | |
Food & Staples Retailing | | | 1,527 | | | | — | | | | — | | | | 1,527 | | |
Food Products | | | 385 | | | | — | | | | — | | | | 385 | | |
Health Care Equipment & Supplies | | | 1,206 | | | | — | | | | — | | | | 1,206 | | |
Household Durables | | | 12,353 | | | | — | | | | — | | | | 12,353 | | |
Information Technology Services | | | 9,377 | | | | — | | | | — | | | | 9,377 | | |
Internet & Direct Marketing Retail | | | 7,062 | | | | — | | | | — | | | | 7,062 | | |
Life Sciences Tools & Services | | | 1,845 | | | | — | | | | — | | | | 1,845 | | |
Media | | | 3,502 | | | | — | | | | — | | | | 3,502 | | |
Other | | | 1,363 | | | | — | | | | — | | | | 1,363 | | |
Pharmaceuticals | | | 1,273 | | | | — | | | | — | | | | 1,273 | | |
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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) | |
Real Estate Management & Development | | $ | 2,683 | | | $ | — | | | $ | — | | | $ | 2,683 | | |
Software | | | 15,192 | | | | — | | | | — | | | | 15,192 | | |
Specialty Retail | | | 7,093 | | | | — | | | | — | | | | 7,093 | | |
Total Common Stocks | | | 73,727 | | | | — | | | | — | | | | 73,727 | | |
Investment Company | | | 246 | | | | — | | | | — | | | | 246 | | |
Short-Term Investment | |
Investment Company | | | 5,485 | | | | — | | | | — | | | | 5,485 | | |
Total Assets | | $ | 79,458 | | | $ | — | | | $ | — | | | $ | 79,458 | | |
Liabilities: | |
Derivative Contracts — PIPE | | | — | | | | — | | | | (186 | ) | | | (186 | ) | |
Total | | $ | 79,458 | | | $ | — | | | $ | (186 | ) | | $ | 79,272 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Derivative Contracts — PIPE (000) | |
Beginning Balance | | $ | — | | |
Purchases | | | — | | |
Sales | | | — | | |
PIPE transactions | | | (186 | ) | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | — | | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | (186 | ) | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2021 | | $ | (186 | ) | |
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, 2021:
| | Fair Value at June 30, 2021 (000) | | Valuation Technique | | Unobservable Input | | Range/Weighted Average* | | Impact to Valuation from an Increase in Input** | |
PIPE | | $ | (186 | ) | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | 12.0%–14.0%/13.5% | | 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 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.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership
limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2021, the Fund's derivative contract PIPE position is reflected as Derivative Contracts — PIPE in the Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2021:
| | Liability Derivatives Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Depreciation on Derivative Contracts — PIPE | | Equity Risk | | $ | (186 | ) | |
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, 2021 in accordance with ASC 815:
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Equity Risk | | Derivative Contracts — PIPE | | $ | (186 | ) | |
At June 30, 2021, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Statement of Assets and Liabilities | |
Derivatives | | Assets(a) (000) | | Liabilities(a) (000) | |
Derivative Contracts — PIPE | | $ | — | | | $ | (186 | ) | |
(a) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Derivative Contracts — PIPE: | |
Average monthly notional amount | | $ | 822,000 | | |
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.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
At June 30, 2021, the Fund did not have any outstanding securities on loan.
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. Interest income is recognized on the accrual basis except where
collection is in doubt. 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, 2021, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.30% 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 IS 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, 2021, approximately $94,000 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, 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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $69,550,000 and $14,253,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 226 | | | $ | 57,896 | | | $ | 52,637 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 5,485 | | |
@ 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, 2021, 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the three-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 31 | | | $ | 292 | | | $ | — | | | $ | — | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to a nondeductible expense, resulted in the following reclassifications among the components of net assets at December 31, 2020:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | — | @ | | $ | (— | @) | |
@ Amount is less than $500.
At December 31, 2020, 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) | |
$ | 51 | | | $ | 130 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 16.1%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Market: Certain impacts to public health conditions particular to the coronavirus "COVID-19" outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 the end of December 2018, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGENDSAN
3693662 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Global Franchise Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 10 | | |
Notes to Financial Statements | | | 15 | | |
Investment Advisory Agreement Approval | | | 21 | | |
Liquidity Risk Management Program | | | 23 | | |
U.S. Customer Privacy Notice | | | 24 | | |
Director and Officer Information | | | 27 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,098.10 | | | $ | 1,020.33 | | | $ | 4.68 | | | $ | 4.51 | | | | 0.90 | % | |
Global Franchise Portfolio Class A | | | 1,000.00 | | | | 1,096.60 | | | | 1,019.14 | | | | 5.93 | | | | 5.71 | | | | 1.14 | | |
Global Franchise Portfolio Class L | | | 1,000.00 | | | | 1,094.00 | | | | 1,016.61 | | | | 8.57 | | | | 8.25 | | | | 1.65 | | |
Global Franchise Portfolio Class C | | | 1,000.00 | | | | 1,092.70 | | | | 1,015.37 | | | | 9.86 | | | | 9.49 | | | | 1.90 | | |
Global Franchise Portfolio Class IS | | | 1,000.00 | | | | 1,098.70 | | | | 1,020.73 | | | | 4.27 | | | | 4.11 | | | | 0.82 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments
Global Franchise Portfolio
| | Shares | | Value (000) | |
Common Stocks (98.7%) | |
France (6.5%) | |
L'Oreal SA (BSRM) | | | 158,962 | | | $ | 70,834 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 74,434 | | | | 58,367 | | |
Pernod Ricard SA | | | 397,730 | | | | 88,285 | | |
| | | 217,486 | | |
Germany (4.6%) | |
SAP SE | | | 1,099,711 | | | | 154,965 | | |
Italy (0.5%) | |
Davide Campari-Milano N.V. | | | 1,352,123 | | | | 18,109 | | |
Netherlands (2.4%) | |
Heineken N.V. | | | 652,522 | | | | 79,075 | | |
United Kingdom (13.0%) | |
British American Tobacco PLC | | | 1,954,607 | | | | 75,707 | | |
Experian PLC | | | 1,022,255 | | | | 39,396 | | |
Reckitt Benckiser Group PLC | | | 2,740,988 | | | | 242,549 | | |
RELX PLC (Euronext N.V.) | | | 591,301 | | | | 15,762 | | |
RELX PLC (LSE) | | | 2,253,460 | | | | 59,819 | | |
| | | 433,233 | | |
United States (71.7%) | |
Abbott Laboratories | | | 1,217,118 | | | | 141,100 | | |
Accenture PLC, Class A | | | 497,493 | | | | 146,656 | | |
Automatic Data Processing, Inc. | | | 681,890 | | | | 135,437 | | |
Baxter International, Inc. | | | 1,650,335 | | | | 132,852 | | |
Becton Dickinson & Co. | | | 515,068 | | | | 125,259 | | |
Coca-Cola Co. (The) | | | 1,096,280 | | | | 59,320 | | |
Danaher Corp. | | | 553,685 | | | | 148,587 | | |
Estee Lauder Cos., Inc. (The), Class A | | | 112,390 | | | | 35,749 | | |
Factset Research Systems, Inc. | | | 59,967 | | | | 20,125 | | |
Fidelity National Information Services, Inc. | | | 573,051 | | | | 81,184 | | |
Intercontinental Exchange, Inc. | | | 747,356 | | | | 88,711 | | |
Microsoft Corp. | | | 1,188,768 | | | | 322,037 | | |
Moody's Corp. | | | 113,198 | | | | 41,019 | | |
NIKE, Inc., Class B | | | 256,210 | | | | 39,582 | | |
Philip Morris International, Inc. | | | 2,928,894 | | | | 290,283 | | |
Procter & Gamble Co. (The) | | | 1,074,517 | | | | 144,985 | | |
Roper Technologies, Inc. | | | 157,241 | | | | 73,935 | | |
Thermo Fisher Scientific, Inc. | | | 271,841 | | | | 137,136 | | |
Visa, Inc., Class A | | | 778,268 | | | | 181,975 | | |
Zoetis, Inc. | | | 243,905 | | | | 45,454 | | |
| | | 2,391,386 | | |
Total Common Stocks (Cost $2,272,162) | | | 3,294,254 | | |
Short-Term Investment (1.2%) | |
Investment Company (1.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $39,782) | | | 39,781,552 | | | | 39,782 | | |
Total Investments (99.9%) (Cost $2,311,944) (a) | | | 3,334,036 | | |
Other Assets in Excess of Liabilities (0.1%) | | | 2,562 | | |
Net Assets (100.0%) | | $ | 3,336,598 | | |
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) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $1,033,453,000 and the aggregate gross unrealized depreciation is approximately $11,361,000, resulting in net unrealized appreciation of approximately $1,022,092,000.
BSRM Berlin Second Regulated Market.
Euronext N.V. Euronext Amsterdam Stock Market.
LSE London Stock Exchange.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 23.0 | % | |
Health Care Equipment & Supplies | | | 16.4 | | |
Information Technology Services | | | 16.4 | | |
Software | | | 14.3 | | |
Household Products | | | 11.6 | | |
Tobacco | | | 11.0 | | |
Beverages | | | 7.3 | | |
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, 2021 (unaudited)
Global Franchise Portfolio
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $2,272,162) | | $ | 3,294,254 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $39,782) | | | 39,782 | | |
Total Investments in Securities, at Value (Cost $2,311,944) | | | 3,334,036 | | |
Receivable for Investments Sold | | | 7,161 | | |
Dividends Receivable | | | 5,661 | | |
Receivable for Fund Shares Sold | | | 2,880 | | |
Tax Reclaim Receivable | | | 920 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 187 | | |
Total Assets | | | 3,350,845 | | |
Liabilities: | |
Payable for Investments Purchased | | | 6,375 | | |
Payable for Advisory Fees | | | 5,849 | | |
Payable for Fund Shares Redeemed | | | 1,293 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 192 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 20 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 12 | | |
Payable for Administration Fees | | | 217 | | |
Payable for Shareholder Services Fees — Class A | | | 70 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 5 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 110 | | |
Payable for Custodian Fees | | | 33 | | |
Payable for Professional Fees | | | 22 | | |
Payable for Transfer Agency Fees — Class I | | | 5 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 2 | | |
Payable for Transfer Agency Fees — Class IS | | | — | @ | |
Other Liabilities | | | 40 | | |
Total Liabilities | | | 14,247 | | |
Net Assets | | $ | 3,336,598 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 2,287,895 | | |
Total Distributable Earnings | | | 1,048,703 | | |
Net Assets | | $ | 3,336,598 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Global Franchise Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 2,450,984 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 71,530,952 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 34.26 | | |
CLASS A: | |
Net Assets | | $ | 345,952 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 10,362,996 | | |
Net Asset Value, Redemption Price Per Share | | $ | 33.38 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.85 | | |
Maximum Offering Price Per Share | | $ | 35.23 | | |
CLASS L: | |
Net Assets | | $ | 8,673 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 260,685 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 33.27 | | |
CLASS C: | |
Net Assets | | $ | 137,190 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 4,216,730 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 32.53 | | |
CLASS IS: | |
Net Assets | | $ | 393,799 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 11,484,187 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 34.29 | | |
@ 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, 2021 (unaudited)
Global Franchise Portfolio
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $682 of Foreign Taxes Withheld) | | $ | 29,294 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 3 | | |
Total Investment Income | | | 29,297 | | |
Expenses: | |
Advisory Fees (Note B) | | | 11,341 | | |
Administration Fees (Note C) | | | 1,254 | | |
Sub Transfer Agency Fees — Class I | | | 959 | | |
Sub Transfer Agency Fees — Class A | | | 117 | | |
Sub Transfer Agency Fees — Class L | | | 2 | | |
Sub Transfer Agency Fees — Class C | | | 45 | | |
Shareholder Services Fees — Class A (Note D) | | | 399 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 31 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 639 | | |
Registration Fees | | | 93 | | |
Professional Fees | | | 66 | | |
Custodian Fees (Note F) | | | 43 | | |
Shareholder Reporting Fees | | | 24 | | |
Transfer Agency Fees — Class I (Note E) | | | 15 | | |
Transfer Agency Fees — Class A (Note E) | | | 3 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 3 | | |
Transfer Agency Fees — Class IS (Note E) | | | 2 | | |
Directors' Fees and Expenses | | | 18 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 30 | | |
Total Expenses | | | 15,086 | | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (17 | ) | |
Net Expenses | | | 15,069 | | |
Net Investment Income | | | 14,228 | | |
Realized Gain: | |
Investments Sold | | | 32,397 | | |
Foreign Currency Translation | | | 112 | | |
Net Realized Gain | | | 32,509 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 249,093 | | |
Foreign Currency Translation | | | (48 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 249,045 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 281,554 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 295,782 | | |
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Global Franchise Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 14,228 | | | $ | 24,600 | | |
Net Realized Gain | | | 32,509 | | | | 65,054 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 249,045 | | | | 262,233 | | |
Net Increase in Net Assets Resulting from Operations | | | 295,782 | | | | 351,887 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (77,432 | ) | |
Class A | | | — | | | | (10,258 | ) | |
Class L | | | — | | | | (235 | ) | |
Class C | | | — | | | | (3,376 | ) | |
Class IS | | | — | | | | (10,185 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (101,486 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 325,027 | | | | 925,113 | | |
Distributions Reinvested | | | — | | | | 74,251 | | |
Redeemed | | | (393,201 | ) | | | (495,524 | ) | |
Class A: | |
Subscribed | | | 45,805 | | | | 94,968 | | |
Distributions Reinvested | | | — | | | | 9,770 | | |
Redeemed | | | (47,318 | ) | | | (103,292 | ) | |
Class L: | |
Exchanged | | | 16 | | | | 20 | | |
Distributions Reinvested | | | — | | | | 234 | | |
Redeemed | | | (498 | ) | | | (881 | ) | |
Class C: | |
Subscribed | | | 15,381 | | | | 40,555 | | |
Distributions Reinvested | | | — | | | | 3,270 | | |
Redeemed | | | (15,672 | ) | | | (26,830 | ) | |
Class IS: | |
Subscribed | | | 35,286 | | | | 323,345 | | |
Distributions Reinvested | | | — | | | | 9,909 | | |
Redeemed | | | (46,567 | ) | | | (113,147 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (81,741 | ) | | | 741,761 | | |
Total Increase in Net Assets | | | 214,041 | | | | 992,162 | | |
Net Assets: | |
Beginning of Period | | | 3,122,557 | | | | 2,130,395 | | |
End of Period | | $ | 3,336,598 | | | $ | 3,122,557 | | |
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Global Franchise Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 10,179 | | | | 33,099 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2,414 | | |
Shares Redeemed | | | (12,372 | ) | | | (17,628 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (2,193 | ) | | | 17,885 | | |
Class A: | |
Shares Subscribed | | | 1,455 | | | | 3,390 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 326 | | |
Shares Redeemed | | | (1,529 | ) | | | (3,779 | ) | |
Net Decrease in Class A Shares Outstanding | | | (74 | ) | | | (63 | ) | |
Class L: | |
Shares Exchanged | | | 1 | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 8 | | |
Shares Redeemed | | | (16 | ) | | | (34 | ) | |
Net Decrease in Class L Shares Outstanding | | | (15 | ) | | | (25 | ) | |
Class C: | |
Shares Subscribed | | | 502 | | | | 1,471 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 111 | | |
Shares Redeemed | | | (514 | ) | | | (985 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | (12 | ) | | | 597 | | |
Class IS: | |
Shares Subscribed | | | 1,083 | | | | 10,853 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 322 | | |
Shares Redeemed | | | (1,456 | ) | | | (4,129 | ) | |
Net Increase (Decrease) in Class IS Shares Outstanding | | | (373 | ) | | | 7,046 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Franchise Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 31.20 | | | $ | 28.53 | | | $ | 23.03 | | | $ | 24.72 | | | $ | 20.56 | | | $ | 20.33 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.15 | | | | 0.30 | | | | 0.30 | | | | 0.29 | | | | 0.27 | | | | 0.30 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.91 | | | | 3.45 | | | | 6.51 | | | | (0.63 | ) | | | 5.05 | | | | 0.84 | | |
Total from Investment Operations | | | 3.06 | | | | 3.75 | | | | 6.81 | | | | (0.34 | ) | | | 5.32 | | | | 1.14 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.28 | ) | | | (0.27 | ) | | | (0.27 | ) | | | (0.24 | ) | | | (0.28 | ) | |
Net Realized Gain | | | — | | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | | | (0.92 | ) | | | (0.63 | ) | |
Total Distributions | | | — | | | | (1.08 | ) | | | (1.31 | ) | | | (1.35 | ) | | | (1.16 | ) | | | (0.91 | ) | |
Net Asset Value, End of Period | | $ | 34.26 | | | $ | 31.20 | | | $ | 28.53 | | | $ | 23.03 | | | $ | 24.72 | | | $ | 20.56 | | |
Total Return(3) | | | 9.81 | %(6) | | | 13.22 | % | | | 29.60 | % | | | (1.50 | )% | | | 25.85 | % | | | 5.64 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,450,984 | | | $ | 2,300,448 | | | $ | 1,593,092 | | | $ | 918,409 | | | $ | 753,107 | | | $ | 601,340 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.98 | % | |
Ratio of Expenses After Expense Limitation | | | 0.90 | %(4)(7) | | | 0.92 | %(4) | | | 0.93 | %(4) | | | 0.94 | %(4) | | | 0.98 | %(4) | | | 0.97 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.92 | %(4) | | | 0.93 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.96 | %(4)(7) | | | 1.04 | %(4) | | | 1.09 | %(4) | | | 1.14 | %(4) | | | 1.17 | %(4) | | | 1.40 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 9 | %(6) | | | 19 | % | | | 16 | % | | | 27 | % | | | 28 | % | | | 30 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation would have been 0.01% higher and the Ratio of Net Investment Income would have been 0.01% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Franchise Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 30.44 | | | $ | 27.86 | | | $ | 22.53 | | | $ | 24.21 | | | $ | 20.16 | | | $ | 19.96 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.11 | | | | 0.22 | | | | 0.23 | | | | 0.21 | | | | 0.22 | | | | 0.23 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.83 | | | | 3.37 | | | | 6.35 | | | | (0.61 | ) | | | 4.94 | | | | 0.83 | | |
Total from Investment Operations | | | 2.94 | | | | 3.59 | | | | 6.58 | | | | (0.40 | ) | | | 5.16 | | | | 1.06 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.21 | ) | | | (0.21 | ) | | | (0.20 | ) | | | (0.19 | ) | | | (0.23 | ) | |
Net Realized Gain | | | — | | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | | | (0.92 | ) | | | (0.63 | ) | |
Total Distributions | | | — | | | | (1.01 | ) | | | (1.25 | ) | | | (1.28 | ) | | | (1.11 | ) | | | (0.86 | ) | |
Net Asset Value, End of Period | | $ | 33.38 | | | $ | 30.44 | | | $ | 27.86 | | | $ | 22.53 | | | $ | 24.21 | | | $ | 20.16 | | |
Total Return(3) | | | 9.66 | %(6) | | | 12.95 | % | | | 29.24 | % | | | (1.77 | )% | | | 25.58 | % | | | 5.36 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 345,952 | | | $ | 317,673 | | | $ | 292,491 | | | $ | 150,936 | | | $ | 146,722 | | | $ | 104,306 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 1.23 | % | |
Ratio of Expenses After Expense Limitation | | | 1.14 | %(4)(7) | | | 1.16 | %(4) | | | 1.19 | %(4) | | | 1.23 | %(4) | | | 1.21 | %(4) | | | 1.22 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.16 | %(4) | | | 1.19 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.72 | %(4)(7) | | | 0.77 | %(4) | | | 0.83 | %(4) | | | 0.84 | %(4) | | | 0.94 | %(4) | | | 1.13 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 9 | %(6) | | | 19 | % | | | 16 | % | | | 27 | % | | | 28 | % | | | 30 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation would have been 0.01% higher and the Ratio of Net Investment Income would have been 0.01% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Franchise Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 30.41 | | | $ | 27.84 | | | $ | 22.51 | | | $ | 24.18 | | | $ | 20.13 | | | $ | 19.91 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.03 | | | | 0.07 | | | | 0.09 | | | | 0.09 | | | | 0.10 | | | | 0.13 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.83 | | | | 3.36 | | | | 6.35 | | | | (0.62 | ) | | | 4.93 | | | | 0.82 | | |
Total from Investment Operations | | | 2.86 | | | | 3.43 | | | | 6.44 | | | | (0.53 | ) | | | 5.03 | | | | 0.95 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.06 | ) | | | (0.07 | ) | | | (0.06 | ) | | | (0.06 | ) | | | (0.10 | ) | |
Net Realized Gain | | | — | | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | | | (0.92 | ) | | | (0.63 | ) | |
Total Distributions | | | — | | | | (0.86 | ) | | | (1.11 | ) | | | (1.14 | ) | | | (0.98 | ) | | | (0.73 | ) | |
Net Asset Value, End of Period | | $ | 33.27 | | | $ | 30.41 | | | $ | 27.84 | | | $ | 22.51 | | | $ | 24.18 | | | $ | 20.13 | | |
Total Return(3) | | | 9.40 | %(6) | | | 12.38 | % | | | 28.62 | % | | | (2.29 | )% | | | 24.98 | % | | | 4.82 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8,673 | | | $ | 8,390 | | | $ | 8,388 | | | $ | 7,312 | | | $ | 7,993 | | | $ | 7,449 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 1.72 | % | |
Ratio of Expenses After Expense Limitation | | | 1.65 | %(4)(7) | | | 1.66 | %(4) | | | 1.69 | %(4) | | | 1.73 | %(4) | | | 1.70 | %(4) | | | 1.71 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.66 | %(4) | | | 1.69 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.21 | %(4)(7) | | | 0.26 | %(4) | | | 0.31 | %(4) | | | 0.36 | %(4) | | | 0.44 | %(4) | | | 0.65 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 9 | %(6) | | | 19 | % | | | 16 | % | | | 27 | % | | | 28 | % | | | 30 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation would have been 0.01% higher and the Ratio of Net Investment Income would have been 0.01% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Franchise Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 29.77 | | | $ | 27.30 | | | $ | 22.13 | | | $ | 23.82 | | | $ | 19.88 | | | $ | 19.75 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.00 | )(3) | | | 0.01 | | | | 0.02 | | | | 0.03 | | | | 0.04 | | | | 0.06 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.76 | | | | 3.27 | | | | 6.23 | | | | (0.60 | ) | | | 4.86 | | | | 0.84 | | |
Total from Investment Operations | | | 2.76 | | | | 3.28 | | | | 6.25 | | | | (0.57 | ) | | | 4.90 | | | | 0.90 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.04 | ) | | | (0.04 | ) | | | (0.04 | ) | | | (0.14 | ) | |
Net Realized Gain | | | — | | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | | | (0.92 | ) | | | (0.63 | ) | |
Total Distributions | | | — | | | | (0.81 | ) | | | (1.08 | ) | | | (1.12 | ) | | | (0.96 | ) | | | (0.77 | ) | |
Net Asset Value, End of Period | | $ | 32.53 | | | $ | 29.77 | | | $ | 27.30 | | | $ | 22.13 | | | $ | 23.82 | | | $ | 19.88 | | |
Total Return(4) | | | 9.27 | %(7) | | | 12.09 | % | | | 28.27 | % | | | (2.51 | )% | | | 24.63 | % | | | 4.58 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 137,190 | | | $ | 125,919 | | | $ | 99,141 | | | $ | 55,271 | | | $ | 47,726 | | | $ | 29,650 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 2.00 | % | |
Ratio of Expenses After Expense Limitation | | | 1.90 | %(5)(8) | | | 1.91 | %(5) | | | 1.95 | %(5) | | | 1.96 | %(5) | | | 1.98 | %(5) | | | 1.99 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.91 | %(5) | | | 1.95 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.03 | )%(5)(8) | | | 0.03 | %(5) | | | 0.07 | %(5) | | | 0.12 | %(5) | | | 0.16 | %(5) | | | 0.29 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 9 | %(7) | | | 19 | % | | | 16 | % | | | 27 | % | | | 28 | % | | | 30 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation would have been 0.01% higher and the Ratio of Net Investment Income would have been 0.01% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Franchise Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 31.21 | | | $ | 28.53 | | | $ | 23.03 | | | $ | 24.72 | | | $ | 20.55 | | | $ | 20.33 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.17 | | | | 0.33 | | | | 0.32 | | | | 0.32 | | | | 0.29 | | | | 0.21 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.91 | | | | 3.45 | | | | 6.51 | | | | (0.65 | ) | | | 5.05 | | | | 0.93 | | |
Total from Investment Operations | | | 3.08 | | | | 3.78 | | | | 6.83 | | | | (0.33 | ) | | | 5.34 | | | | 1.14 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.30 | ) | | | (0.29 | ) | | | (0.28 | ) | | | (0.25 | ) | | | (0.29 | ) | |
Net Realized Gain | | | — | | | | (0.80 | ) | | | (1.04 | ) | | | (1.08 | ) | | | (0.92 | ) | | | (0.63 | ) | |
Total Distributions | | | — | | | | (1.10 | ) | | | (1.33 | ) | | | (1.36 | ) | | | (1.17 | ) | | | (0.92 | ) | |
Net Asset Value, End of Period | | $ | 34.29 | | | $ | 31.21 | | | $ | 28.53 | | | $ | 23.03 | | | $ | 24.72 | | | $ | 20.55 | | |
Total Return(3) | | | 9.87 | %(6) | | | 13.33 | % | | | 29.67 | % | | | (1.45 | )% | | | 26.00 | % | | | 5.70 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 393,799 | | | $ | 370,127 | | | $ | 137,283 | | | $ | 204,031 | | | $ | 90,488 | | | $ | 19,334 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.94 | % | |
Ratio of Expenses After Expense Limitation | | | 0.82 | %(4)(7) | | | 0.83 | %(4) | | | 0.86 | %(4) | | | 0.88 | %(4) | | | 0.91 | %(4) | | | 0.92 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.83 | %(4) | | | 0.86 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 1.06 | %(4)(7) | | | 1.14 | %(4) | | | 1.21 | %(4) | | | 1.30 | %(4) | | | 1.23 | %(4) | | | 0.99 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | |
Portfolio Turnover Rate | | | 9 | %(6) | | | 19 | % | | | 16 | % | | | 27 | % | | | 28 | % | | | 30 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation would have been 0.01% higher and the Ratio of Net Investment Income would have been 0.01% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Franchise Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class IS. 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.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official
closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Limited ("MSIM Limited") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions
market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
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 | | $ | 244,789 | | | $ | — | | | $ | — | | | $ | 244,789 | | |
Capital Markets | | | 149,855 | | | | — | | | | — | | | | 149,855 | | |
Health Care Equipment & Supplies | | | 547,798 | | | | — | | | | — | | | | 547,798 | | |
Household Products | | | 387,534 | | | | — | | | | — | | | | 387,534 | | |
Industrial Conglomerates | | | 73,935 | | | | — | | | | — | | | | 73,935 | | |
Information Technology Services | | | 545,252 | | | | — | | | | — | | | | 545,252 | | |
Life Sciences Tools & Services | | | 137,136 | | | | — | | | | — | | | | 137,136 | | |
Personal Products | | | 106,583 | | | | — | | | | — | | | | 106,583 | | |
Pharmaceuticals | | | 45,454 | | | | — | | | | — | | | | 45,454 | | |
Professional Services | | | 114,977 | | | | — | | | | — | | | | 114,977 | | |
Software | | | 477,002 | | | | — | | | | — | | | | 477,002 | | |
Textiles, Apparel & Luxury Goods | | | 97,949 | | | | — | | | | — | | | | 97,949 | | |
Tobacco | | | 365,990 | | | | — | | | | — | | | | 365,990 | | |
Total Common Stocks | | | 3,294,254 | | | | — | | | | — | | | | 3,294,254 | | |
Short-Term Investment | |
Investment Company | | | 39,782 | | | | — | | | | — | | | | 39,782 | | |
Total Assets | | $ | 3,334,036 | | | $ | — | | | $ | — | | | $ | 3,334,036 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of
securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
4. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
5. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
6. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory/Sub-Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $500 million | | Next $500 million | | Over $1 billion | |
| 0.80 | % | | | 0.75 | % | | | 0.70 | % | |
For the six months ended June 30, 2021, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.72% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses,
excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.00% for Class I shares, 1.35% for Class A shares, 1.85% for Class L shares, 2.10% for Class C shares and 0.95% for Class IS 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, 2021.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $280,277,000 and $320,406,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, advisory fees paid were reduced by approximately $17,000 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 65,563 | | | $ | 318,652 | | | $ | 344,433 | | | $ | 3 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 39,782 | | |
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, 2021, 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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 25,074 | | | $ | 76,412 | | | $ | 22,253 | | | $ | 69,675 | | |
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, 2020.
At December 31, 2020, 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) | |
$ | 86 | | | $ | 3,573 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State
Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 37.4%.
L. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 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 (i) Fund's 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, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGFSAN
3692257 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Global Infrastructure Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 8 | | |
Statements of Changes in Net Assets | | | 9 | | |
Financial Highlights | | | 11 | | |
Notes to Financial Statements | | | 17 | | |
Investment Advisory Agreement Approval | | | 24 | | |
Liquidity Risk Management Program | | | 26 | | |
U.S. Customer Privacy Notice | | | 27 | | |
Director and Officer Information | | | 30 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,097.40 | | | $ | 1,019.98 | | | $ | 5.04 | | | $ | 4.86 | | | | 0.97 | % | |
Global Infrastructure Portfolio Class A | | | 1,000.00 | | | | 1,096.30 | | | | 1,018.79 | | | | 6.29 | | | | 6.06 | | | | 1.21 | | |
Global Infrastructure Portfolio Class L | | | 1,000.00 | | | | 1,093.10 | | | | 1,015.97 | | | | 9.24 | | | | 8.90 | | | | 1.78 | | |
Global Infrastructure Portfolio Class C | | | 1,000.00 | | | | 1,091.70 | | | | 1,014.53 | | | | 10.74 | | | | 10.34 | | | | 2.07 | | |
Global Infrastructure Portfolio Class IS | | | 1,000.00 | | | | 1,097.80 | | | | 1,020.13 | | | | 4.89 | | | | 4.71 | | | | 0.94 | | |
Global Infrastructure Portfolio Class IR | | | 1,000.00 | | | | 1,097.40 | | | | 1,020.13 | | | | 4.89 | | | | 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, 2021 (unaudited)
Portfolio of Investments
Global Infrastructure Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.6%) | |
Australia (4.3%) | |
Atlas Arteria Ltd. (Units) (a) | | | 657,737 | | | $ | 3,142 | | |
Sydney Airport (Units) (a)(b) | | | 497,924 | | | | 2,162 | | |
Transurban Group (Units) (a) | | | 745,367 | | | | 7,955 | | |
| | | 13,259 | | |
Canada (11.4%) | |
Canadian National Railway Co. | | | 16,873 | | | | 1,780 | | |
Enbridge, Inc. | | | 270,675 | | | | 10,837 | | |
Gibson Energy, Inc. (c) | | | 517,528 | | | | 9,916 | | |
Pembina Pipeline Corp. (c) | | | 150,946 | | | | 4,797 | | |
TC Energy Corp. | | | 162,566 | | | | 8,044 | | |
| | | 35,374 | | |
China (8.6%) | |
China Everbright Environment Group Ltd. (d) | | | 1,650,000 | | | | 935 | | |
China Gas Holdings Ltd. (d) | | | 3,635,200 | | | | 11,096 | | |
China Merchants Port Holdings Co., Ltd. (d) | | | 1,349,921 | | | | 1,972 | | |
GDS Holdings Ltd. ADR (b) | | | 70,427 | | | | 5,528 | | |
Jiangsu Expressway Co., Ltd. H Shares (d) | | | 2,282,000 | | | | 2,583 | | |
Zhejiang Expressway Co., Ltd., Class H (d) | | | 5,056,000 | | | | 4,500 | | |
| | | 26,614 | | |
Denmark (1.2%) | |
Orsted A/S | | | 26,479 | | | | 3,715 | | |
France (5.5%) | |
Getlink SE | | | 180,884 | | | | 2,820 | | |
Vinci SA | | | 134,471 | | | | 14,349 | | |
| | | 17,169 | | |
Germany (1.1%) | |
Vantage Towers AG (b) | | | 101,810 | | | | 3,279 | | |
Hong Kong (1.1%) | |
Power Assets Holdings Ltd. | | | 535,500 | | | | 3,286 | | |
India (0.3%) | |
Azure Power Global Ltd. (b) | | | 33,183 | | | | 893 | | |
Italy (3.1%) | |
Atlantia SpA (b) | | | 152,280 | | | | 2,757 | | |
Infrastrutture Wireless Italiane SpA | | | 355,883 | | | | 4,014 | | |
Terna SpA | | | 371,365 | | | | 2,767 | | |
| | | 9,538 | | |
Japan (2.0%) | |
Central Japan Railway Co. | | | 14,400 | | | | 2,184 | | |
East Japan Railway Co. | | | 56,700 | | | | 4,046 | | |
| | | 6,230 | | |
Mexico (3.4%) | |
Grupo Aeroportuario del Pacifico SAB de CV, Class B (b) | | | 357,543 | | | | 3,828 | | |
Grupo Aeroportuario del Sureste SAB de CV, Class B (b) | | | 236,257 | | | | 4,350 | | |
Promotora y Operadora de Infraestructura SAB de CV | | | 305,108 | | | | 2,436 | | |
| | | 10,614 | | |
| | Shares | | Value (000) | |
New Zealand (0.6%) | |
Auckland International Airport Ltd. (b) | | | 346,432 | | | $ | 1,760 | | |
Portugal (0.5%) | |
EDP Renovaveis SA | | | 61,977 | | | | 1,436 | | |
Spain (4.6%) | |
Aena SME SA (b) | | | 14,824 | | | | 2,431 | | |
Cellnex Telecom SA | | | 94,460 | | | | 6,017 | | |
Ferrovial SA | | | 126,230 | | | | 3,705 | | |
Iberdrola SA | | | 168,459 | | | | 2,053 | | |
| | | 14,206 | | |
Switzerland (0.9%) | |
Flughafen Zurich AG (Registered) (b) | | | 17,257 | | | | 2,854 | | |
United Kingdom (5.7%) | |
National Grid PLC | | | 964,003 | | | | 12,279 | | |
Pennon Group PLC | | | 185,523 | | | | 2,914 | | |
Severn Trent PLC | | | 71,134 | | | | 2,461 | | |
| | | 17,654 | | |
United States (43.3%) | |
Ameren Corp. | | | 48,684 | | | | 3,897 | | |
American Electric Power Co., Inc. | | | 63,091 | | | | 5,337 | | |
American Tower Corp. REIT | | | 96,199 | | | | 25,987 | | |
American Water Works Co., Inc. | | | 39,535 | | | | 6,094 | | |
Atmos Energy Corp. | | | 40,998 | | | | 3,940 | | |
Avangrid, Inc. (c) | | | 61,436 | | | | 3,160 | | |
Cheniere Energy, Inc. (b) | | | 91,085 | | | | 7,901 | | |
Crown Castle International Corp. REIT | | | 123,685 | | | | 24,131 | | |
Edison International | | | 93,506 | | | | 5,406 | | |
Eversource Energy | | | 69,402 | | | | 5,569 | | |
NextEra Energy, Inc. | | | 10,702 | | | | 784 | | |
ONEOK, Inc. | | | 156,467 | | | | 8,706 | | |
Republic Services, Inc. | | | 35,904 | | | | 3,950 | | |
SBA Communications Corp. REIT | | | 21,021 | | | | 6,699 | | |
Sempra Energy | | | 66,176 | | | | 8,767 | | |
Targa Resources Corp. | | | 136,937 | | | | 6,087 | | |
Union Pacific Corp. | | | 8,646 | | | | 1,901 | | |
Williams Cos., Inc. (The) | | | 225,281 | | | | 5,981 | | |
| | | 134,297 | | |
Total Common Stocks (Cost $225,808) | | | 302,178 | | |
Short-Term Investments (3.8%) | |
Securities held as Collateral on Loaned Securities (0.5%) | |
Investment Company (0.4%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 1,318,157 | | | | 1,318 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Global Infrastructure Portfolio
| | Face Amount (000) | | Value (000) | |
Repurchase Agreements (0.1%) | |
HSBC Securities USA, Inc., (0.05%, dated 6/30/21, due 7/1/21; proceeds $62; fully collateralized by a U.S. Government obligation; 0.00% due 2/15/23; valued at $63) | | $ | 62 | | | $ | 62 | | |
Merrill Lynch & Co., Inc., (0.05%, dated 6/30/21, due 7/1/21; proceeds $174; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 12/30/21 - 8/15/43; valued at $177) | | | 174 | | | | 174 | | |
| | | 236 | | |
Total Securities held as Collateral on Loaned Securities (Cost $1,554) | | | 1,554 | | |
| | Shares | | | |
Investment Company (3.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $10,351) | | | 10,350,797 | | | | 10,351 | | |
Total Short-Term Investments (Cost $11,905) | | | 11,905 | | |
Total Investments (101.4%) (Cost $237,713) Including $7,678 of Securities Loaned (e) | | | 314,083 | | |
Liabilities in Excess of Other Assets (–1.4%) | | | (4,232 | ) | |
Net Assets (100.0%) | | $ | 309,851 | | |
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) All or a portion of this security was on loan at June 30, 2021.
(d) Security trades on the Hong Kong exchange.
(e) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $79,711,000 and the aggregate gross unrealized depreciation is approximately $3,341,000, resulting in net unrealized appreciation of approximately $76,370,000.
ADR American Depositary Receipt.
REIT Real Estate Investment Trust.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Oil & Gas Storage & Transportation | | | 27.5 | % | |
Communications | | | 24.2 | | |
Other** | | | 15.5 | | |
Electricity Transmission & Distribution | | | 13.0 | | |
Toll Roads | | | 8.4 | | |
Diversified | | | 5.8 | | |
Airports | | | 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, 2021.
** 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, 2021 (unaudited)
Global Infrastructure Portfolio
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $226,044) | | $ | 302,414 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $11,669) | | | 11,669 | | |
Total Investments in Securities, at Value (Cost $237,713) | | | 314,083 | | |
Foreign Currency, at Value (Cost $936) | | | 931 | | |
Cash from Securities Lending | | | 45 | | |
Dividends Receivable | | | 1,190 | | |
Receivable for Investments Sold | | | 547 | | |
Receivable for Fund Shares Sold | | | 262 | | |
Tax Reclaim Receivable | | | 55 | | |
Receivable from Securities Lending Income | | | 1 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 100 | | |
Total Assets | | | 317,214 | | |
Liabilities: | |
Payable for Investments Purchased | | | 4,847 | | |
Collateral on Securities Loaned, at Value | | | 1,599 | | |
Payable for Advisory Fees | | | 511 | | |
Payable for Fund Shares Redeemed | | | 160 | | |
Payable for Shareholder Services Fees — Class A | | | 48 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 2 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 3 | | |
Payable for Directors' Fees and Expenses | | | 39 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 15 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 22 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Professional Fees | | | 31 | | |
Payable for Administration Fees | | | 21 | | |
Payable for Custodian Fees | | | 19 | | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
Payable for Transfer Agency Fees — Class A | | | 9 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | — | @ | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Other Liabilities | | | 36 | | |
Total Liabilities | | | 7,363 | | |
Net Assets | | $ | 309,851 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 224,682 | | |
Total Distributable Earnings | | | 85,169 | | |
Net Assets | | $ | 309,851 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Global Infrastructure Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 71,632 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 4,507,843 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.89 | | |
CLASS A: | |
Net Assets | | $ | 231,089 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 14,597,235 | | |
Net Asset Value, Redemption Price Per Share | | $ | 15.83 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.88 | | |
Maximum Offering Price Per Share | | $ | 16.71 | | |
CLASS L: | |
Net Assets | | $ | 3,323 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 211,071 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.74 | | |
CLASS C: | |
Net Assets | | $ | 3,783 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 244,420 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.48 | | |
CLASS IS: | |
Net Assets | | $ | 12 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 786 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.82 | | |
CLASS IR: | |
Net Assets | | $ | 12 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 766 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.88 | | |
(1) Including: Securities on Loan, at Value: | | $ | 7,678 | | |
@ 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, 2021 (unaudited)
Global Infrastructure Portfolio
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $300 of Foreign Taxes Withheld) | | $ | 4,528 | | |
Income from Securities Loaned — Net | | | 12 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 4,540 | | |
Expenses: | |
Advisory Fees (Note B) | | | 1,226 | | |
Shareholder Services Fees — Class A (Note D) | | | 274 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 12 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 16 | | |
Sub Transfer Agency Fees — Class I | | | 44 | | |
Sub Transfer Agency Fees — Class A | | | 72 | | |
Sub Transfer Agency Fees — Class L | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | 1 | | |
Administration Fees (Note C) | | | 115 | | |
Professional Fees | | | 58 | | |
Custodian Fees (Note F) | | | 31 | | |
Registration Fees | | | 31 | | |
Transfer Agency Fees — Class I (Note E) | | | 2 | | |
Transfer Agency Fees — Class A (Note E) | | | 19 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Shareholder Reporting Fees | | | 15 | | |
Directors' Fees and Expenses | | | 4 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 7 | | |
Total Expenses | | | 1,934 | | |
Waiver of Advisory Fees (Note B) | | | (134 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (36 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (69 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (— | @) | |
Reimbursement of Class Specific Expenses — Class IS (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (2 | ) | |
Net Expenses | | | 1,690 | | |
Net Investment Income | | | 2,850 | | |
Realized Gain (Loss): | |
Investments Sold | | | 7,440 | | |
Foreign Currency Translation | | | (12 | ) | |
Net Realized Gain | | | 7,428 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 16,265 | | |
Foreign Currency Translation | | | (22 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 16,243 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 23,671 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 26,521 | | |
@ 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, 2021
Global Infrastructure Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 2,850 | | | $ | 2,213 | | |
Net Realized Gain | | | 7,428 | | | | 11,309 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 16,243 | | | | (20,251 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 26,521 | | | | (6,729 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (3,110 | ) | |
Class A | | | — | | | | (9,011 | ) | |
Class L | | | — | | | | (116 | ) | |
Class C | | | — | | | | (101 | ) | |
Class IS | | | — | | | | (1 | ) | |
Class IR | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (12,339 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 18,788 | | | | 13,904 | | |
Distributions Reinvested | | | — | | | | 3,105 | | |
Redeemed | | | (20,888 | ) | | | (33,838 | ) | |
Class A: | |
Subscribed | | | 9,258 | | | | 4,503 | | |
Distributions Reinvested | | | — | | | | 8,847 | | |
Redeemed | | | (11,757 | ) | | | (26,201 | ) | |
Class L: | |
Exchanged | | | 70 | | | | 39 | | |
Distributions Reinvested | | | — | | | | 113 | | |
Redeemed | | | (200 | ) | | | (491 | ) | |
Class C: | |
Subscribed | | | 892 | | | | 417 | | |
Distributions Reinvested | | | — | | | | 100 | | |
Redeemed | | | (188 | ) | | | (438 | ) | |
Class IS: | |
Distributions Reinvested | | | — | | | | 1 | | |
Class IR: | |
Distributions Reinvested | | | — | | | | — | @ | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (4,025 | ) | | | (29,939 | ) | |
Total Increase (Decrease) in Net Assets | | | 22,496 | | | | (49,007 | ) | |
Net Assets: | |
Beginning of Period | | | 287,355 | | | | 336,362 | | |
End of Period | | $ | 309,851 | | | $ | 287,355 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Global Infrastructure Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 1,219 | | | | 963 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 215 | | |
Shares Redeemed | | | (1,427 | ) | | | (2,279 | ) | |
Net Decrease in Class I Shares Outstanding | | | (208 | ) | | | (1,101 | ) | |
Class A: | |
Shares Subscribed | | | 620 | | | | 317 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 614 | | |
Shares Redeemed | | | (784 | ) | | | (1,850 | ) | |
Net Decrease in Class A Shares Outstanding | | | (164 | ) | | | (919 | ) | |
Class L: | |
Shares Exchanged | | | 4 | | | | 2 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 8 | | |
Shares Redeemed | | | (13 | ) | | | (34 | ) | |
Net Decrease in Class L Shares Outstanding | | | (9 | ) | | | (24 | ) | |
Class C: | |
Shares Subscribed | | | 61 | | | | 30 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 7 | | |
Shares Redeemed | | | (13 | ) | | | (33 | ) | |
Net Increase in Class C Shares Outstanding | | | 48 | | | | 4 | | |
Class IS: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Class IR: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
@ 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, 2021
Financial Highlights
Global Infrastructure Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 14.47 | | | $ | 15.37 | | | $ | 12.39 | | | $ | 14.64 | | | $ | 14.02 | | | $ | 12.59 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.16 | | | | 0.13 | | | | 0.35 | | | | 0.31 | | | | 0.44 | | | | 0.40 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.26 | | | | (0.36 | ) | | | 3.11 | | | | (1.45 | ) | | | 1.33 | | | | 1.55 | | |
Total from Investment Operations | | | 1.42 | | | | (0.23 | ) | | | 3.46 | | | | (1.14 | ) | | | 1.77 | | | | 1.95 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.40 | ) | | | (0.36 | ) | | | (0.37 | ) | | | (0.42 | ) | | | (0.37 | ) | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | | | (0.73 | ) | | | (0.15 | ) | |
Total Distributions | | | — | | | | (0.67 | ) | | | (0.48 | ) | | | (1.11 | ) | | | (1.15 | ) | | | (0.52 | ) | |
Net Asset Value, End of Period | | $ | 15.89 | | | $ | 14.47 | | | $ | 15.37 | | | $ | 12.39 | | | $ | 14.64 | | | $ | 14.02 | | |
Total Return(3) | | | 9.74 | %(7) | | | (1.45 | )% | | | 27.94 | % | | | (8.02 | )% | | | 12.70 | % | | | 15.55 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 71,632 | | | $ | 68,255 | | | $ | 89,371 | | | $ | 65,311 | | | $ | 95,219 | | | $ | 58,794 | | |
Ratio of Expenses Before Expense Limitation | | | 1.18 | %(8) | | | 1.18 | % | | | 1.16 | % | | | 1.16 | % | | | 1.08 | % | | | 1.04 | % | |
Ratio of Expenses After Expense Limitation | | | 0.97 | %(4)(8) | | | 0.97 | %(4) | | | 0.97 | %(4) | | | 0.97 | %(4) | | | 0.91 | %(4)(5) | | | 0.85 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.97 | %(4) | | | 0.97 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 2.17 | %(4)(8) | | | 0.94 | %(4) | | | 2.40 | %(4) | | | 2.21 | %(4) | | | 2.93 | %(4) | | | 2.85 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 30 | %(7) | | | 62 | % | | | 30 | % | | | 43 | % | | | 45 | % | | | 48 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2017, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.97% for Class I shares. Prior to July 1, 2017, the maximum ratio was 0.87% for Class I shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Infrastructure Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 14.44 | | | $ | 15.33 | | | $ | 12.36 | | | $ | 14.60 | | | $ | 13.99 | | | $ | 12.56 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.15 | | | | 0.11 | | | | 0.31 | | | | 0.28 | | | | 0.39 | | | | 0.36 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.24 | | | | (0.37 | ) | | | 3.10 | | | | (1.45 | ) | | | 1.33 | | | | 1.55 | | |
Total from Investment Operations | | | 1.39 | | | | (0.26 | ) | | | 3.41 | | | | (1.17 | ) | | | 1.72 | | | | 1.91 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.36 | ) | | | (0.32 | ) | | | (0.33 | ) | | | (0.38 | ) | | | (0.33 | ) | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | | | (0.73 | ) | | | (0.15 | ) | |
Total Distributions | | | — | | | | (0.63 | ) | | | (0.44 | ) | | | (1.07 | ) | | | (1.11 | ) | | | (0.48 | ) | |
Net Asset Value, End of Period | | $ | 15.83 | | | $ | 14.44 | | | $ | 15.33 | | | $ | 12.36 | | | $ | 14.60 | | | $ | 13.99 | | |
Total Return(3) | | | 9.63 | %(7) | | | (1.69 | )% | | | 27.62 | % | | | (8.22 | )% | | | 12.37 | % | | | 15.29 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 231,089 | | | $ | 213,128 | | | $ | 240,350 | | | $ | 212,919 | | | $ | 278,780 | | | $ | 275,481 | | |
Ratio of Expenses Before Expense Limitation | | | 1.37 | %(8) | | | 1.38 | % | | | 1.37 | % | | | 1.37 | % | | | 1.38 | % | | | 1.37 | % | |
Ratio of Expenses After Expense Limitation | | | 1.21 | %(4)(8) | | | 1.21 | %(4) | | | 1.21 | %(4) | | | 1.21 | %(4) | | | 1.15 | %(4)(5) | | | 1.10 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.21 | %(4) | | | 1.21 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 1.95 | %(4)(8) | | | 0.74 | %(4) | | | 2.16 | %(4) | | | 2.00 | %(4) | | | 2.63 | %(4) | | | 2.60 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 30 | %(7) | | | 62 | % | | | 30 | % | | | 43 | % | | | 45 | % | | | 48 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2017, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.21% for Class A shares. Prior to July 1, 2017, the maximum ratio was 1.11% for Class A shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Infrastructure Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 14.40 | | | $ | 15.29 | | | $ | 12.33 | | | $ | 14.55 | | | $ | 13.94 | | | $ | 12.52 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.10 | | | | 0.02 | | | | 0.23 | | | | 0.20 | | | | 0.31 | | | | 0.28 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.24 | | | | (0.36 | ) | | | 3.08 | | | | (1.44 | ) | | | 1.33 | | | | 1.54 | | |
Total from Investment Operations | | | 1.34 | | | | (0.34 | ) | | | 3.31 | | | | (1.24 | ) | | | 1.64 | | | | 1.82 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.28 | ) | | | (0.23 | ) | | | (0.24 | ) | | | (0.30 | ) | | | (0.25 | ) | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | | | (0.73 | ) | | | (0.15 | ) | |
Total Distributions | | | — | | | | (0.55 | ) | | | (0.35 | ) | | | (0.98 | ) | | | (1.03 | ) | | | (0.40 | ) | |
Net Asset Value, End of Period | | $ | 15.74 | | | $ | 14.40 | | | $ | 15.29 | | | $ | 12.33 | | | $ | 14.55 | | | $ | 13.94 | | |
Total Return(3) | | | 9.31 | %(7) | | | (2.27 | )% | | | 26.87 | % | | | (8.73 | )% | | | 11.80 | % | | | 14.57 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,323 | | | $ | 3,163 | | | $ | 3,718 | | | $ | 3,805 | | | $ | 5,634 | | | $ | 5,534 | | |
Ratio of Expenses Before Expense Limitation | | | 1.91 | %(8) | | | 1.94 | % | | | 1.93 | % | | | 1.87 | % | | | 1.95 | % | | | 1.95 | % | |
Ratio of Expenses After Expense Limitation | | | 1.78 | %(4)(8) | | | 1.78 | %(4) | | | 1.78 | %(4) | | | 1.78 | %(4) | | | 1.72 | %(4)(5) | | | 1.67 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.78 | %(4) | | | 1.78 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 1.35 | %(4)(8) | | | 0.17 | %(4) | | | 1.58 | %(4) | | | 1.41 | %(4) | | | 2.06 | %(4) | | | 2.03 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 30 | %(7) | | | 62 | % | | | 30 | % | | | 43 | % | | | 45 | % | | | 48 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2017, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.78% for Class L shares. Prior to July 1, 2017, the maximum ratio was 1.68% for Class L shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Infrastructure Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 14.18 | | | $ | 15.08 | | | $ | 12.17 | | | $ | 14.36 | | | $ | 13.81 | | | $ | 12.47 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.09 | | | | (0.02 | ) | | | 0.18 | | | | 0.16 | | | | 0.29 | | | | 0.26 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.21 | | | | (0.36 | ) | | | 3.05 | | | | (1.42 | ) | | | 1.28 | | | | 1.52 | | |
Total from Investment Operations | | | 1.30 | | | | (0.38 | ) | | | 3.23 | | | | (1.26 | ) | | | 1.57 | | | | 1.78 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.25 | ) | | | (0.20 | ) | | | (0.19 | ) | | | (0.29 | ) | | | (0.29 | ) | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | | | (0.73 | ) | | | (0.15 | ) | |
Total Distributions | | | — | | | | (0.52 | ) | | | (0.32 | ) | | | (0.93 | ) | | | (1.02 | ) | | | (0.44 | ) | |
Net Asset Value, End of Period | | $ | 15.48 | | | $ | 14.18 | | | $ | 15.08 | | | $ | 12.17 | | | $ | 14.36 | | | $ | 13.81 | | |
Total Return(3) | | | 9.17 | %(7) | | | (2.53 | )% | | | 26.55 | % | | | (9.02 | )% | | | 11.42 | % | | | 14.35 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,783 | | | $ | 2,787 | | | $ | 2,901 | | | $ | 2,580 | | | $ | 3,601 | | | $ | 784 | | |
Ratio of Expenses Before Expense Limitation | | | 2.16 | %(8) | | | 2.22 | % | | | 2.20 | % | | | 2.20 | % | | | 2.23 | % | | | 2.69 | % | |
Ratio of Expenses After Expense Limitation | | | 2.07 | %(4)(8) | | | 2.07 | %(4) | | | 2.07 | %(4) | | | 2.07 | %(4) | | | 2.02 | %(4)(5) | | | 1.96 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.07 | %(4) | | | 2.07 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 1.17 | %(4)(8) | | | (0.12 | )%(4) | | | 1.30 | %(4) | | | 1.14 | %(4) | | | 1.96 | %(4) | | | 1.90 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 30 | %(7) | | | 62 | % | | | 30 | % | | | 43 | % | | | 45 | % | | | 48 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2017, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 2.07% for Class C shares. Prior to July 1, 2017, the maximum ratio was 1.97% for Class C shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Infrastructure Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 14.40 | | | $ | 15.29 | | | $ | 12.38 | | | $ | 14.63 | | | $ | 14.02 | | | $ | 12.58 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.08 | | | | 0.15 | | | | 0.38 | | | | 0.32 | | | | 0.45 | | | | 0.43 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.34 | | | | (0.37 | ) | | | 3.01 | | | | (1.46 | ) | | | 1.32 | | | | 1.53 | | |
Total from Investment Operations | | | 1.42 | | | | (0.22 | ) | | | 3.39 | | | | (1.14 | ) | | | 1.77 | | | | 1.96 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.40 | ) | | | (0.36 | ) | | �� | (0.37 | ) | | | (0.43 | ) | | | (0.37 | ) | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | | | (0.73 | ) | | | (0.15 | ) | |
Total Distributions | | | — | | | | (0.67 | ) | | | (0.48 | ) | | | (1.11 | ) | | | (1.16 | ) | | | (0.52 | ) | |
Net Asset Value, End of Period | | $ | 15.82 | | | $ | 14.40 | | | $ | 15.29 | | | $ | 12.38 | | | $ | 14.63 | | | $ | 14.02 | | |
Total Return(3) | | | 9.78 | %(7) | | | (1.37 | )% | | | 27.31 | % | | | (7.92 | )% | | | 12.65 | % | | | 15.66 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 12 | | | $ | 11 | | | $ | 11 | | | $ | 24,462 | | | $ | 9,516 | | | $ | 5,921 | | |
Ratio of Expenses Before Expense Limitation | | | 18.22 | %(8) | | | 20.65 | % | | | 1.05 | % | | | 1.05 | % | | | 1.06 | % | | | 1.08 | % | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(4)(8) | | | 0.94 | %(4) | | | 0.94 | %(4) | | | 0.94 | %(4) | | | 0.89 | %(4)(5) | | | 0.83 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.94 | %(4) | | | 0.94 | %(4) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 2.21 | %(4)(8) | | | 1.03 | %(4) | | | 2.71 | %(4) | | | 2.26 | %(4) | | | 2.95 | %(4) | | | 3.02 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 30 | %(7) | | | 62 | % | | | 30 | % | | | 43 | % | | | 45 | % | | | 48 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2017, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.94% for Class IS shares. Prior to July 1, 2017, the maximum ratio was 0.84% for Class IS shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Infrastructure Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 14.47 | | | $ | 15.36 | | | $ | 12.38 | | | $ | 14.10 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.17 | | | | 0.15 | | | | 0.35 | | | | 0.20 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.24 | | | | (0.37 | ) | | | 3.11 | | | | (0.81 | ) | |
Total from Investment Operations | | | 1.41 | | | | (0.22 | ) | | | 3.46 | | | | (0.61 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.40 | ) | | | (0.36 | ) | | | (0.37 | ) | |
Net Realized Gain | | | — | | | | (0.27 | ) | | | (0.12 | ) | | | (0.74 | ) | |
Total Distributions | | | — | | | | (0.67 | ) | | | (0.48 | ) | | | (1.11 | ) | |
Net Asset Value, End of Period | | $ | 15.88 | | | $ | 14.47 | | | $ | 15.36 | | | $ | 12.38 | | |
Total Return(3) | | | 9.74 | %(6) | | | (1.43 | )% | | | 27.99 | % | | | (4.54 | )%(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 12 | | | $ | 11 | | | $ | 11 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 15.99 | %(7) | | | 19.68 | % | | | 19.62 | % | | | 18.47 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.94 | %(4)(7) | | | 0.94 | %(4) | | | 0.94 | %(4) | | | 0.94 | %(4)(7) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.94 | %(4) | | | 0.94 | %(4) | | | N/A | | |
Ratio of Net Investment Income | | | 2.21 | %(4)(7) | | | 1.03 | %(4) | | | 2.65 | %(4) | | | 2.67 | %(4)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 30 | %(6) | | | 62 | % | | | 30 | % | | | 43 | % | |
(1) Commencement of Offering.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Infrastructure Portfolio. The Fund seeks to provide both capital appreciation and income.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class IS 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.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given
day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various
inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
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 | | $ | 17,385 | | | $ | — | | | $ | — | | | $ | 17,385 | | |
Communications | | | 75,655 | | | | — | | | | — | | | | 75,655 | | |
Diversified | | | 18,054 | | | | — | | | | — | | | | 18,054 | | |
Electricity Transmission & Distribution | | | 40,641 | | | | — | | | | — | | | | 40,641 | | |
Oil & Gas Storage & Transportation | | | 86,072 | | | | — | | | | — | | | | 86,072 | | |
Ports | | | 1,972 | | | | — | | | | — | | | | 1,972 | | |
Railroads | | | 9,911 | | | | — | | | | — | | | | 9,911 | | |
Renewables | | | 6,044 | | | | — | | | | — | | | | 6,044 | | |
Toll Roads | | | 26,193 | | | | — | | | | — | | | | 26,193 | | |
Utilities | | | 7,847 | | | | — | | | | — | | | | 7,847 | | |
Water | | | 12,404 | | | | — | | | | — | | | | 12,404 | | |
Total Common Stocks | | | 302,178 | | | | — | | | | — | | | | 302,178 | | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Short-Term Investments | |
Investment Company | | $ | 11,669 | | | $ | — | | | $ | — | | | $ | 11,669 | | |
Repurchase Agreements | | | — | | | | 236 | | | | — | | | | 236 | | |
Total Short-Term Investments | | | 11,669 | | | | 236 | | | | — | | | | 11,905 | | |
Total Assets | | $ | 313,847 | | | $ | 236 | | | $ | — | | | $ | 314,083 | | |
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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to 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 domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any 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, 2021:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 7,678 | (a) | | $ | — | | | $ | (7,678 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $1,599,000, of which approximately $1,554,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2021, there was uninvested cash of approximately $45,000, which is not reflected in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $6,421,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.
(c) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2021:
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 | | $ | 1,599 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,599 | | |
Total Borrowings | | $ | 1,599 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,599 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 1,599 | | |
6. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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. Interest income is recognized on the accrual basis except where collection is in doubt. 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 IS 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, 2021, approximately $134,000 of advisory fees were waived and approximately $108,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $85,752,000 and $86,912,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 3,349 | | | $ | 55,381 | | | $ | 47,061 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 11,669 | | |
@ 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, 2021, 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, 2020 remains subject to examination by taxing authorities.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 7,160 | | | $ | 5,179 | | | $ | 7,000 | | | $ | 2,503 | | |
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, 2020.
At December 31, 2020, 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) | |
$ | 271 | | | $ | 6,848 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 49.9%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 contractual management fee was higher than but close to its peer group average and actual management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which does not include breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Liquidity Risk Management Program (unaudited)
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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021
U.S. Customer Privacy Notice (unaudited) 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, 2021
U.S. Customer Privacy Notice (unaudited) (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, 2021
U.S. Customer Privacy Notice (unaudited) (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFISGISAN
3692768 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Global Insight Portfolio
(formerly Global Advantage Portfolio)
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
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 | | |
Director and Officer Information | | | 35 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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") (formerly Global Advantage 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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,025.40 | | | $ | 1,019.84 | | | $ | 5.02 | * | | $ | 5.01 | * | | | 1.00 | % | |
Global Insight Portfolio Class A | | | 1,000.00 | | | | 1,024.30 | | | | 1,018.40 | | | | 6.47 | * | | | 6.46 | * | | | 1.29 | | |
Global Insight Portfolio Class L | | | 1,000.00 | | | | 1,021.10 | | | | 1,015.47 | | | | 9.42 | * | | | 9.39 | * | | | 1.88 | | |
Global Insight Portfolio Class C | | | 1,000.00 | | | | 1,020.50 | | | | 1,014.73 | | | | 10.17 | * | | | 10.14 | * | | | 2.03 | | |
Global Insight Portfolio Class IS^ | | | 1,000.00 | | | | 1,038.90 | | | | 1,001.78 | | | | 0.42 | ** | | | 0.42 | ** | | | 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).
** Expenses are calculated using the Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 16/365 (to reflect the actual days accrued in the period).
*** Annualized.
^ The Fund commenced offering of Class IS Shares on June 14, 2021.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments
Global Insight Portfolio
| | Shares | | Value (000) | |
Common Stocks (93.5%) | |
Australia (2.6%) | |
Afterpay Ltd. (a) | | | 51,037 | | | $ | 4,523 | | |
Redbubble Ltd. (a) | | | 1,157,048 | | | | 3,133 | | |
Xero Ltd. (a) | | | 41,045 | | | | 4,220 | | |
| | | 11,876 | | |
Canada (6.3%) | |
Shopify, Inc., Class A (a) | | | 19,361 | | | | 28,286 | | |
Germany (0.0%) (b) | |
Zalando SE (a) | | | 933 | | | | 113 | | |
Japan (1.3%) | |
BASE, Inc. (a) | | | 235,400 | | | | 3,579 | | |
Demae-Can Co., Ltd. (a) | | | 170,500 | | | | 2,376 | | |
| | | 5,955 | | |
Netherlands (4.7%) | |
Adyen N.V. (a) | | | 8,573 | | | | 20,946 | | |
Singapore (6.1%) | |
Sea Ltd. ADR (a) | | | 100,537 | | | | 27,607 | | |
Sweden (4.8%) | |
Evolution AB | | | 91,171 | | | | 14,407 | | |
Kinnevik AB, Class B (a) | | | 177,880 | | | | 7,121 | | |
| | | 21,528 | | |
United Kingdom (1.5%) | |
Deliveroo PLC (a) | | | 1,641,377 | | | | 6,548 | | |
United States (66.2%) | |
Agilon health, Inc. (a) | | | 151,538 | | | | 6,148 | | |
Altimeter Growth Corp., Class A SPAC (a)(c) | | | 1,259,389 | | | | 14,735 | | |
Cloudflare, Inc., Class A (a) | | | 128,915 | | | | 13,644 | | |
Coupa Software, Inc. (a) | | | 19,552 | | | | 5,125 | | |
Coupang, Inc. (a) | | | 537,715 | | | | 22,487 | | |
Farfetch Ltd., Class A (a) | | | 337,814 | | | | 17,012 | | |
Intuitive Surgical, Inc. (a) | | | 4,723 | | | | 4,343 | | |
MercadoLibre, Inc. (a) | | | 13,393 | | | | 20,864 | | |
Moderna, Inc. (a) | | | 23,032 | | | | 5,412 | | |
Okta, Inc. (a) | | | 29,219 | | | | 7,149 | | |
Pinterest, Inc., Class A (a) | | | 94,230 | | | | 7,439 | | |
ROBLOX Corp., Class A (a) | | | 75,389 | | | | 6,784 | | |
Royal Gold, Inc. | | | 9,993 | | | | 1,140 | | |
Royalty Pharma PLC, Class A | | | 456,588 | | | | 18,716 | | |
Snap, Inc., Class A (a) | | | 242,088 | | | | 16,496 | | |
Snowflake, Inc., Class A (a) | | | 47,302 | | | | 11,438 | | |
Spotify Technology SA (a) | | | 61,754 | | | | 17,019 | | |
Square, Inc., Class A (a) | | | 68,199 | | | | 16,627 | | |
Trade Desk, Inc. (The), Class A (a) | | | 71,770 | | | | 5,552 | | |
Twilio, Inc., Class A (a) | | | 31,497 | | | | 12,415 | | |
Twitter, Inc. (a) | | | 251,318 | | | | 17,293 | | |
Unity Software, Inc. (a) | | | 41,605 | | | | 4,569 | | |
Veeva Systems, Inc., Class A (a) | | | 49,862 | | | | 15,505 | | |
Wayfair, Inc., Class A (a) | | | 20,175 | | | | 6,369 | | |
Zillow Group, Inc., Class C (a) | | | 52,752 | | | | 6,447 | | |
Zoom Video Communications, Inc., Class A (a) | | | 40,863 | | | | 15,815 | | |
| | | 296,543 | | |
Total Common Stocks (Cost $334,910) | | | 419,402 | | |
| | Shares | | Value (000) | |
Preferred Stock (0.0%) (b) | |
United States (0.0%) (b) | |
Lookout, Inc. Series F (a)(d)(h) (acquisition cost — $73; acquired 6/17/14) (Cost $73) | | | 6,374 | | | | 29 | | |
Investment Company (0.3%) | |
United States (0.3%) | |
Grayscale Bitcoin Trust (a) (Cost $2,718) | | | 54,029 | | | | 1,611 | | |
Short-Term Investments (9.8%) | |
Securities held as Collateral on Loaned Securities (3.3%) | |
Investment Company (2.8%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 12,458,000 | | | | 12,458 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.5%) | |
HSBC Securities USA, Inc. (0.05%, dated 6/30/21, due 7/1/21; proceeds $587; fully collateralized by a U.S. Government obligation; 0.00% due 2/15/23; valued at $598) | | $ | 587 | | | | 587 | | |
Merrill Lynch & Co., Inc. (0.05%, dated 6/30/21, due 7/1/21; proceeds $1,642; fully collateralized by U.S. Government obligations; 0.00% — 3.63% due 12/30/21 — 8/15/43; valued at $1,675) | | | 1,642 | | | | 1,642 | | |
| | | 2,229 | | |
Total Securities held as Collateral on Loaned Securities (Cost $14,687) | | | 14,687 | | |
| | Shares | | | |
Investment Company (6.5%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $29,036) | | | 29,035,672 | | | | 29,036 | | |
Total Short-Term Investments (Cost $43,723) | | | 43,723 | | |
Total Investments Excluding Purchased Options (103.6%) (Cost $381,424) | | | 464,765 | | |
Total Purchased Options Outstanding (0.0%) (b) (Cost $1,751) | | | 108 | | |
Total Investments (103.6%) (Cost $383,175) Including $14,735 of Securities Loaned (e)(j) | | | 464,873 | | |
Liabilities in Excess of Other Assets (–3.6%) | | | (16,318 | ) | |
Net Assets (100.0%) | | $ | 448,555 | | |
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 financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Global Insight Portfolio
The Fund had the following Derivative Contracts — PIPE open at June 30, 2021:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Appreciation (Depreciation) (000) | | % of Net Assets | |
Ajax I | | Cazoo Holdings Limited. (a)(d)(f)(h)(i) | | $ | 7,698,960 | | | 12/31/21 | | $ | (951 | ) | | | (0.21 | )% | |
Altimeter Growth Corp. | | Grab Holdings Inc. (a)(d)(g)(h)(i) | | | 3,588,450 | | | 12/31/21 | | | 190 | | | | 0.04 | | |
| | | | | | | | $ | (761 | ) | | | (0.17 | )% | |
(a) Non-income producing security.
(b) Amount is less than 0.05%.
(c) All or a portion of this security was on loan at June 30, 2021.
(d) At June 30, 2021, the Fund held a fair valued security and derivative contracts valued at approximately $(732,000), representing (0.2)% of net assets. These holdings have been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(e) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $104,965,000 and the aggregate gross unrealized depreciation is approximately $24,028,000, resulting in net unrealized appreciation of approximately $80,937,000.
(f) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 769,896 shares at $10.00 per shares on the settlement date pursuant to the closing of the business combination between Cazoo Holdings Limited., and Ajax I, a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Ajax I and Cazoo Holdings Limited., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Ajax I and Cazoo Holdings Limited. The investment is restricted from resale until the settlement date.
(g) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 358,845 shares at $10.00 per shares on the settlement date pursuant to the closing of the business combination between Grab Holdings Inc., and Altimeter Growth Corp., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Altimeter Growth Corp., and Grab Holdings Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Altimeter Growth Corp., and Grab Holdings Inc. The investment is restricted from resale until the settlement date.
(h) Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted security and derivative contracts (excluding 144A holdings) at June 30, 2021 amounts to approximately $(732,000) and represents (0.2)% of net assets.
(i) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
(j) Securities are available for collateral in connection with securities purchased on a forward commitment basis.
ADR American Depositary Receipt.
PIPE Private Investment in Public Equity.
SPAC Special Purpose Acquisition Company.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Global Insight Portfolio
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2021:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
BNP Paribas | | USD/CNH | | CNH | 7.99 | | | Sep-21 | | | 47,104,572 | | | | 47,105 | | | $ | — | @ | | $ | 285 | | | $ | (285 | ) | |
BNP Paribas | | USD/CNH | | CNH | 7.45 | | | Jan-22 | | | 83,130,387 | | | | 83,130 | | | | 34 | | | | 444 | | | | (410 | ) | |
BNP Paribas | | USD/CNH | | CNH | 7.64 | | | Nov-21 | | | 64,087,776 | | | | 64,088 | | | | 6 | | | | 348 | | | | (342 | ) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.57 | | | Mar-22 | | | 85,529,485 | | | | 85,529 | | | | 68 | | | | 425 | | | | (357 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 8.10 | | | Jul-21 | | | 53,186,867 | | | | 53,187 | | | | — | @ | | | 249 | | | | (249 | ) | |
| | | | | | | | | | | | $ | 108 | | | $ | 1,751 | | | $ | (1,643 | ) | |
@ Amount is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Information Technology Services | | | 23.2 | % | |
Other** | | | 19.7 | | |
Internet & Direct Marketing Retail | | | 17.5 | | |
Entertainment | | | 11.4 | | |
Software | | | 10.8 | | |
Interactive Media & Services | | | 10.5 | | |
Short-Term Investments | | | 6.9 | | |
Total Investments | | | 100.0 | %*** | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2021.
** Industries and/or investment types representing less than 5% of total investments.
*** Does not include open PIPE contracts with net unrealized depreciation of approximately $761,000.
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $341,681) | | $ | 423,379 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $41,494) | | | 41,494 | | |
Total Investments in Securities, at Value (Cost $383,175) | | | 464,873 | | |
Foreign Currency, at Value (Cost $6) | | | 6 | | |
Cash from Securities Lending | | | 426 | | |
Receivable for Fund Shares Sold | | | 747 | | |
Receivable from Securities Lending Income | | | 124 | | |
Tax Reclaim Receivable | | | 47 | | |
Dividends Receivable | | | 1 | | |
Receivable from Affiliate | | | — | @ | |
Unrealized Appreciation on Derivative Contract — PIPE | | | 190 | | |
Other Assets | | | 131 | | |
Total Assets | | | 466,545 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 15,113 | | |
Payable for Advisory Fees | | | 791 | | |
Due to Broker | | | 659 | | |
Payable for Fund Shares Redeemed | | | 331 | | |
Payable for Shareholder Services Fees — Class A | | | 22 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 19 | | |
Payable for Professional Fees | | | 37 | | |
Payable for Administration Fees | | | 28 | | |
Payable for Transfer Agency Fees — Class I | | | 11 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 2 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 7 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Custodian Fees | | | 7 | | |
Payable for Organization Costs for Subsidiary | | | 1 | | |
Unrealized Depreciation on Derivative Contract — PIPE | | | 951 | | |
Other Liabilities | | | 9 | | |
Total Liabilities | | | 17,990 | | |
Net Assets | | $ | 448,555 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 267,639 | | |
Total Distributable Earnings | | | 180,916 | | |
Net Assets | | $ | 448,555 | | |
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 310,396 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 8,946,672 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 34.69 | | |
CLASS A: | |
Net Assets | | $ | 113,414 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,357,709 | | |
Net Asset Value, Redemption Price Per Share | | $ | 33.78 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.87 | | |
Maximum Offering Price Per Share | | $ | 35.65 | | |
CLASS L: | |
Net Assets | | $ | 934 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 29,185 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 32.00 | | |
CLASS C: | |
Net Assets | | $ | 23,801 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 759,042 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 31.36 | | |
CLASS IS: | |
Net Assets | | $ | 10 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 299 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 34.69 | | |
(1) Including: Securities on Loan, at Value: | | $ | 14,735 | | |
@ 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, 2021 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $15 of Foreign Taxes Withheld) | | $ | 2,874 | | |
Income from Securities Loaned — Net | | | 241 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 1 | | |
Total Investment Income | | | 3,116 | | |
Expenses: | |
Advisory Fees (Note B) | | | 1,767 | | |
Shareholder Services Fees — Class A (Note D) | | | 139 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 3 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 110 | | |
Sub Transfer Agency Fees — Class I | | | 124 | | |
Sub Transfer Agency Fees — Class A | | | 50 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 7 | | |
Administration Fees (Note C) | | | 177 | | |
Professional Fees | | | 73 | | |
Registration Fees | | | 46 | | |
Transfer Agency Fees — Class I (Note E) | | | 18 | | |
Transfer Agency Fees — Class A (Note E) | | | 2 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class IS (Note E) | | | — | @ | |
Shareholder Reporting Fees | | | 15 | | |
Custodian Fees (Note F) | | | 14 | | |
Directors' Fees and Expenses | | | 4 | | |
Pricing Fees | | | 2 | | |
Organization Costs for Subsidiary | | | 1 | | |
Interest Expenses | | | 2 | | |
Other Expenses | | | 9 | | |
Total Expenses | | | 2,566 | | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (58 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (3 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (— | @) | |
Reimbursement of Class Specific Expenses — Class IS (Note B) | | | (— | @) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (8 | ) | |
Waiver of Advisory Fees (Note B) | | | (6 | ) | |
Net Expenses | | | 2,491 | | |
Net Investment Income | | | 625 | | |
Realized Gain: | |
Investments Sold | | | 61,746 | | |
Foreign Currency Translation | | | 110 | | |
Net Realized Gain | | | 61,856 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | (56,850 | ) | |
Foreign Currency Translation | | | (14 | ) | |
Derivative Contracts — PIPE | | | (761 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (57,625 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 4,231 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 4,856 | | |
@ 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, 2021
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 625 | | | $ | (2,524 | ) | |
Net Realized Gain | | | 61,856 | | | | 53,478 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | (57,625 | ) | | | 116,089 | | |
Net Increase in Net Assets Resulting from Operations | | | 4,856 | | | | 167,043 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (10,229 | ) | |
Class A | | | — | | | | (3,353 | ) | |
Class L | | | — | | | | (34 | ) | |
Class C | | | — | | | | (752 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (14,368 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 129,545 | | | | 178,652 | | |
Distributions Reinvested | | | — | | | | 10,225 | | |
Redeemed | | | (136,598 | ) | | | (70,645 | ) | |
Class A: | |
Subscribed | | | 42,148 | | | | 49,117 | | |
Distributions Reinvested | | | — | | | | 3,353 | | |
Redeemed | | | (33,342 | ) | | | (28,326 | ) | |
Class L: | |
Exchanged | | | 20 | | | | 6 | | |
Distributions Reinvested | | | — | | | | 34 | | |
Redeemed | | | (26 | ) | | | (112 | ) | |
Class C: | |
Subscribed | | | 6,032 | | | | 5,354 | | |
Distributions Reinvested | | | — | | | | 752 | | |
Redeemed | | | (3,234 | ) | | | (4,669 | ) | |
Class IS: | |
Subscribed | | | 10 | (a) | | | — | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 4,555 | | | | 143,741 | | |
Total Increase in Net Assets | | | 9,411 | | | | 296,416 | | |
Net Assets: | |
Beginning of Period | | | 439,144 | | | | 142,728 | | |
End of Period | | $ | 448,555 | | | $ | 439,144 | | |
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 3,790 | | | | 6,937 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 305 | | |
Shares Redeemed | | | (4,125 | ) | | | (2,837 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (335 | ) | | | 4,405 | | |
Class A: | |
Shares Subscribed | | | 1,258 | | | | 1,787 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 102 | | |
Shares Redeemed | | | (1,040 | ) | | | (1,229 | ) | |
Net Increase in Class A Shares Outstanding | | | 218 | | | | 660 | | |
Class L: | |
Shares Exchanged | | | 1 | | | | — | @@ | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (1 | ) | | | (6 | ) | |
Net Decrease in Class L Shares Outstanding | | | (— | @@) | | | (5 | ) | |
Class C: | |
Shares Subscribed | | | 193 | | | | 212 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 25 | | |
Shares Redeemed | | | (105 | ) | | | (230 | ) | |
Net Increase in Class C Shares Outstanding | | | 88 | | | | 7 | | |
Class IS: | |
Shares Subscribed | | | — | @@(a) | | | — | | |
* Not consolidated.
(a) For the period June 14, 2021 to June 30, 2021.
@@ 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, 2021
Consolidated Financial Highlights
Global Insight Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 33.83 | | | $ | 17.96 | | | $ | 13.96 | | | $ | 15.43 | | | $ | 12.12 | | | $ | 12.36 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.07 | | | | (0.24 | ) | | | (0.02 | ) | | | (0.03 | ) | | | (0.03 | ) | | | 0.00 | (4) | |
Net Realized and Unrealized Gain (Loss) | | | 0.79 | | | | 17.29 | | | | 4.41 | | | | (0.80 | ) | | | 5.07 | | | | 0.02 | | |
Total from Investment Operations | | | 0.86 | | | | 17.05 | | | | 4.39 | | | | (0.83 | ) | | | 5.04 | | | | 0.02 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | | | (1.73 | ) | | | (0.26 | ) | |
Net Asset Value, End of Period | | $ | 34.69 | | | $ | 33.83 | | | $ | 17.96 | | | $ | 13.96 | | | $ | 15.43 | | | $ | 12.12 | | |
Total Return(5) | | | 2.54 | %(9) | | | 94.98 | % | | | 31.49 | % | | | (5.75 | )% | | | 41.56 | % | | | 0.21 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 310,396 | | | $ | 314,038 | | | $ | 87,595 | | | $ | 60,271 | | | $ | 7,005 | | | $ | 3,229 | | |
Ratio of Expenses Before Expense Limitation | | | 1.05 | %(10) | | | N/A | | | | 1.21 | % | | | 1.82 | % | | | 3.67 | % | | | 3.82 | % | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(6)(7)(10) | | | 1.09 | %(6) | | | 1.09 | %(6) | | | 1.09 | %(6) | | | 1.09 | %(6) | | | 1.09 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.00 | %(6)(7)(10) | | | N/A | | | | 1.09 | %(6) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.40 | %(6)(10) | | | (0.94 | )%(6) | | | (0.11 | )%(6) | | | (0.19 | )%(6) | | | (0.19 | )%(6) | | | 0.04 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(8)(10) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 75 | %(9) | | | 85 | % | | | 95 | % | | | 130 | % | | | 103 | % | | | 90 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) 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%.
(9) Not annualized.
(10) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Global Insight Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 32.98 | | | $ | 17.57 | | | $ | 13.71 | | | $ | 15.21 | | | $ | 12.01 | | | $ | 12.29 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.02 | | | | (0.29 | ) | | | (0.07 | ) | | | (0.08 | ) | | | (0.08 | ) | | | (0.05 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.78 | | | | 16.88 | | | | 4.32 | | | | (0.78 | ) | | | 5.01 | | | | 0.03 | | |
Total from Investment Operations | | | 0.80 | | | | 16.59 | | | | 4.25 | | | | (0.86 | ) | | | 4.93 | | | | (0.02 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | | | (1.73 | ) | | | (0.26 | ) | |
Net Asset Value, End of Period | | $ | 33.78 | | | $ | 32.98 | | | $ | 17.57 | | | $ | 13.71 | | | $ | 15.21 | | | $ | 12.01 | | |
Total Return(4) | | | 2.43 | %(9) | | | 94.46 | % | | | 31.04 | % | | | (6.03 | )% | | | 41.02 | % | | | (0.11 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 113,414 | | | $ | 103,550 | | | $ | 43,576 | | | $ | 33,240 | | | $ | 4,577 | | | $ | 2,640 | | |
Ratio of Expenses Before Expense Limitation | | | 1.30 | %(10) | | | N/A | | | | 1.48 | % | | | 1.95 | % | | | 3.88 | % | | | 4.09 | % | |
Ratio of Expenses After Expense Limitation | | | 1.29 | %(5)(6)(10) | | | 1.35 | %(5) | | | 1.41 | %(5) | | | 1.41 | %(5)(7) | | | 1.41 | %(5) | | | 1.44 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.29 | %(5)(6)(10) | | | N/A | | | | 1.41 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.13 | %(5)(10) | | | (1.20 | )%(5) | | | (0.43 | )%(5) | | | (0.54 | )%(5) | | | (0.52 | )%(5) | | | (0.38 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(8)(10) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 75 | %(9) | | | 85 | % | | | 95 | % | | | 130 | % | | | 103 | % | | | 90 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) 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.
(7) 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.
(8) Amount is less than 0.005%.
(9) Not annualized.
(10) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Global Insight Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 31.34 | | | $ | 16.82 | | | $ | 13.21 | | | $ | 14.75 | | | $ | 11.74 | | | $ | 12.09 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.07 | ) | | | (0.40 | ) | | | (0.16 | ) | | | (0.16 | ) | | | (0.15 | ) | | | (0.10 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.73 | | | | 16.10 | | | | 4.16 | | | | (0.74 | ) | | | 4.89 | | | | 0.01 | | |
Total from Investment Operations | | | 0.66 | | | | 15.70 | | | | 4.00 | | | | (0.90 | ) | | | 4.74 | | | | (0.09 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | | | (1.73 | ) | | | (0.26 | ) | |
Net Asset Value, End of Period | | $ | 32.00 | | | $ | 31.34 | | | $ | 16.82 | | | $ | 13.21 | | | $ | 14.75 | | | $ | 11.74 | | |
Total Return(4) | | | 2.11 | %(8) | | | 93.38 | % | | | 30.32 | % | | | (6.50 | )% | | | 40.34 | % | | | (0.70 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 934 | | | $ | 923 | | | $ | 573 | | | $ | 462 | | | $ | 327 | | | $ | 217 | | |
Ratio of Expenses Before Expense Limitation | | | 1.95 | %(9) | | | 2.09 | % | | | 2.16 | % | | | 3.29 | % | | | 5.07 | % | | | 5.12 | % | |
Ratio of Expenses After Expense Limitation | | | 1.88 | %(5)(6)(9) | | | 1.94 | %(5) | | | 1.94 | %(5) | | | 1.94 | %(5) | | | 1.94 | %(5) | | | 1.94 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.88 | %(5)(6)(9) | | | N/A | | | | 1.94 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.48 | )%(5)(9) | | | (1.79 | )%(5) | | | (0.96 | )%(5) | | | (1.03 | )%(5) | | | (1.05 | )%(5) | | | (0.86 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 75 | %(8) | | | 85 | % | | | 95 | % | | | 130 | % | | | 103 | % | | | 90 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) 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.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Global Insight Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 30.73 | | | $ | 16.54 | | | $ | 13.03 | | | $ | 14.60 | | | $ | 11.66 | | | $ | 12.04 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.08 | ) | | | (0.43 | ) | | | (0.19 | ) | | | (0.18 | ) | | | (0.19 | ) | | | (0.13 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 0.71 | | | | 15.80 | | | | 4.09 | | | | (0.75 | ) | | | 4.86 | | | | 0.01 | | |
Total from Investment Operations | | | 0.63 | | | | 15.37 | | | | 3.90 | | | | (0.93 | ) | | | 4.67 | | | | (0.12 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (1.18 | ) | | | (0.39 | ) | | | (0.64 | ) | | | (1.73 | ) | | | (0.26 | ) | |
Net Asset Value, End of Period | | $ | 31.36 | | | $ | 30.73 | | | $ | 16.54 | | | $ | 13.03 | | | $ | 14.60 | | | $ | 11.66 | | |
Total Return(4) | | | 2.05 | %(8) | | | 92.97 | % | | | 29.97 | % | | | (6.77 | )% | | | 40.02 | % | | | (0.95 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 23,801 | | | $ | 20,633 | | | $ | 10,984 | | | $ | 9,272 | | | $ | 549 | | | $ | 180 | | |
Ratio of Expenses Before Expense Limitation | | | 2.04 | %(9) | | | N/A | | | | 2.24 | % | | | 2.70 | % | | | 5.22 | % | | | 6.12 | % | |
Ratio of Expenses After Expense Limitation | | | 2.03 | %(5)(6)(9) | | | 2.11 | %(5) | | | 2.19 | %(5) | | | 2.19 | %(5) | | | 2.19 | %(5) | | | 2.19 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.03 | %(5)(6)(9) | | | N/A | | | | 2.19 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.54 | )%(5)(9) | | | (1.96 | )%(5) | | | (1.21 | )%(5) | | | (1.29 | )%(5) | | | (1.30 | )%(5) | | | (1.12 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 75 | %(8) | | | 85 | % | | | 95 | % | | | 130 | % | | | 103 | % | | | 90 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) 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.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Global Insight Portfolio
| | Class IS | |
Selected Per Share Data and Ratios | | Period from June 14, 2021(1) to June 30, 2021 (unaudited) | |
Net Asset Value, Beginning of Period | | $ | 33.39 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.01 | ) | |
Net Realized and Unrealized Gain | | | 1.31 | | |
Total from Investment Operations | | | 1.30 | | |
Net Asset Value, End of Period | | $ | 34.69 | | |
Total Return(3) | | | 3.89 | %(4) | |
Ratios to Average Net Assets and Supplemental Data: | �� |
Net Assets, End of Period (Thousands) | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 14.51 | %(5) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5) | |
Ratio of Net Investment Loss | | | (0.58 | )%(5) | |
Portfolio Turnover Rate | | | 75 | %(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.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Global Insight Portfolio (name changed on March 31, 2021, formerly Global 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 IS. On April 30, 2015, the Fund suspended offering Class L shares. Existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors. On June 14, 2021, the Fund commenced offering Class IS shares.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Global 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. As of June 30, 2021, the Subsidiary represented approximately $1,986,000 or approximately 0.44% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing
service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (7) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (8) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own 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
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
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 | | $ | 5,412 | | | $ | — | | | $ | — | | | $ | 5,412 | | |
Diversified Financial Services | | | 7,121 | | | | — | | | | — | | | | 7,121 | | |
Entertainment | | | 51,410 | | | | — | | | | — | | | | 51,410 | | |
Health Care Equipment & Supplies | | | 4,343 | | | | — | | | | — | | | | 4,343 | | |
Health Care Providers & Services | | | 6,148 | | | | — | | | | — | | | | 6,148 | | |
Health Care Technology | | | 15,505 | | | | — | | | | — | | | | 15,505 | | |
Hotels, Restaurants & Leisure | | | 14,407 | | | | — | | | | — | | | | 14,407 | | |
Information Technology Services | | | 104,963 | | | | — | | | | — | | | | 104,963 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Interactive Media & Services | | $ | 47,675 | | | $ | — | | | $ | — | | | $ | 47,675 | | |
Internet & Direct Marketing Retail | | | 78,902 | | | | — | | | | — | | | | 78,902 | | |
Metals & Mining | | | 1,140 | | | | — | | | | — | | | | 1,140 | | |
Other | | | 14,735 | | | | — | | | | — | | | | 14,735 | | |
Pharmaceuticals | | | 18,716 | | | | — | | | | — | | | | 18,716 | | |
Software | | | 48,925 | | | | — | | | | — | | | | 48,925 | | |
Total Common Stocks | | $ | 419,402 | | | | — | | | | — | | | $ | 419,402 | | |
Preferred Stock | |
Software | | | — | | | | — | | | | 29 | | | | 29 | | |
Call Options Purchased | | | — | | | | 108 | | | | — | | | | 108 | | |
Investment Company | | | 1,611 | | | | — | | | | — | | | | 1,611 | | |
Short-Term Investments | |
Investment Company | | | 41,494 | | | | — | | | | — | | | | 41,494 | | |
Repurchase Agreements | | | — | | | | 2,229 | | | | — | | | | 2,229 | | |
Total Short-Term Investments | | | 41,494 | | | | 2,229 | | | | — | | | | 43,723 | | |
Derivative Contract — PIPE | | | — | | | | — | | | | 190 | | | | 190 | | |
Total Assets | | | 462,507 | | | | 2,337 | | | | 219 | | | | 465,063 | | |
Liabilities: | |
Derivative Contract — PIPE | | | — | | | | — | | | | (951 | ) | | | (951 | ) | |
Total | | $ | 462,507 | | | $ | 2,337 | | | $ | (732 | ) | | $ | 464,112 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Preferred Stock (000) | | Derivative Contracts — PIPE (000) | |
Beginning Balance | | $ | 20 | | | $ | — | | |
Purchases | | | — | | | | — | | |
Sales | | | — | | | | — | | |
PIPE transactions | | | — | | | | (761 | ) | |
Amortization of discount | | | — | | | | — | | |
Transfers in | | | — | | | | — | | |
Transfers out | | | — | | | | — | | |
Corporate actions | | | — | | | | — | | |
Change in unrealized appreciation (depreciation) | | | 9 | | | | — | | |
Realized gains (losses) | | | — | | | | — | | |
Ending Balance | | $ | 29 | | | $ | (761 | ) | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2021 | | $ | 9 | | | $ | (761 | ) | |
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021. 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, 2021.
| | Fair Value at June 30, 2021 (000) | | Valuation Technique | | Unobservable Input | | Amount or Range/ Weighted Average* | | Impact to Valuation from an Increase in Input** | |
Preferred Stock | | $ | 29 | | | Discounted Cash Flow | | Weighted Average Cost of Capital | | | 12.0% | | | Decrease | |
| | | | | | Perpetual Growth Rate | | | 3.5% | | | Increase | |
| | | | Market Comparable Companies | | Enterprise Value/Revenue | | | 10.0x | | | Increase | |
| | | | | | Discount for Lack of Marketability | | | 8.0% | | | Decrease | |
PIPE | | $ | (761 | ) | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | | 10.0% – 12.0%/11.3% | | | 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-tomarket 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
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative
instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2021, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Consolidated Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following tables set forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2021:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 108 | (a) | |
PIPE | | Unrealized Appreciation on Derivative Contract — PIPE | | Equity Risk | | | 190 | | |
Total | | | | | | $ | 298 | | |
| | Liability Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Depreciation on Derivative Contract — PIPE | | Equity Risk | | $ | (951 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2021 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (313 | )(b) | |
(b) Amounts are included in Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (702 | )(c) | |
Equity Risk | | Derivative Contracts — PIPE | | | (761 | ) | |
| | Total | | $ | (1,463 | ) | |
(c) Amounts are included in Investments in the Consolidated Statement of Operations.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
At June 30, 2021, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets (000) | | Liabilities (000) | |
Purchased Options | | $ | 108 | (a)(d) | | $ | — | | |
Derivative Contracts — PIPE | | | 190 | (e) | | | (951 | )(e) | |
Total | | $ | 298 | | | $ | (951 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
(e) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
The following table present derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2021:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(f) (000) | | Net Amount (not less than $0) (000) | |
BNP Paribas | | $ | 40 | | | $ | — | | | $ | (40 | ) | | $ | 0 | | |
Goldman Sachs International | | | 68 | | | | — | | | | (68 | ) | | | 0 | | |
JP Morgan Chase Bank NA | | | — | @ | | | — | | | | (— | @) | | | 0 | | |
Total | | $ | 108 | | | $ | — | | | $ | (108 | ) | | $ | 0 | | |
@ Value is less than $500.
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(f) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 323,878,000 | | |
Derivative Contracts PIPE: | |
Average monthly notional amount | | $ | 10,390,000 | | |
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, 2021 (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, 2021:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 14,735 | (g) | | $ | — | | | $ | (14,735 | )(h)(i) | | $ | 0 | | |
(g) Represents market value of loaned securities at period end.
(h) The Fund received cash collateral of approximately $15,113,000, of which approximately $14,687,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments. As of June 30, 2021, there was uninvested cash of approximately $426,000, which is not reflected in the Consolidated Portfolio of Investments.
(i) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2021:
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 | | $ | 15,113 | | | $ | — | | | $ | — | | | $ | — | | | $ | 15,113 | | |
Total Borrowings | | $ | 15,113 | | | $ | — | | | $ | — | | | $ | — | | | $ | 15,113 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 15,113 | | |
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. Interest income is recognized on the accrual basis except where collection is in doubt. 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,
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2021, 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, 1.42% for Class A shares, 1.95% for Class L shares, 2.20% for Class C shares and 0.95% for Class IS shares. Effective March 31, 2021, the Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses will not exceed 1.00% for Class I shares, 1.32% 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, 2021, approximately $6,000 of advisory fees were waived and approximately $61,000 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 shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $352,904,000 and $312,554,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, advisory fees paid were reduced by approximately $8,000 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 53,463 | | | $ | 236,651 | | | $ | 248,620 | | | $ | 1 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 41,494 | | |
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, 2021, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2020 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
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
tax purposes. The tax character of distributions paid during fiscal years 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | 14,368 | | | $ | — | | | $ | 3,100 | | |
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, 2020.
At December 31, 2020, 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) | |
$ | 11,251 | | | $ | 30,141 | | |
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. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 39.7%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC a privately offered investment
vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities
equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 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.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGASAN
3692247 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Global Opportunity Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 8 | | |
Consolidated Statements of Changes in Net Assets | | | 9 | | |
Consolidated Financial Highlights | | | 11 | | |
Notes to Consolidated Financial Statements | | | 17 | | |
Investment Advisory Agreement Approval | | | 27 | | |
Liquidity Risk Management Program | | | 29 | | |
U.S. Customer Privacy Notice | | | 30 | | |
Director and Officer Information | | | 33 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,065.00 | | | $ | 1,020.33 | | | $ | 4.61 | | | $ | 4.51 | | | | 0.90 | % | |
Global Opportunity Portfolio Class A | | | 1,000.00 | | | | 1,063.70 | | | | 1,018.94 | | | | 6.04 | | | | 5.91 | | | | 1.18 | | |
Global Opportunity Portfolio Class L | | | 1,000.00 | | | | 1,063.10 | | | | 1,018.74 | | | | 6.24 | | | | 6.11 | | | | 1.22 | | |
Global Opportunity Portfolio Class C | | | 1,000.00 | | | | 1,059.90 | | | | 1,015.42 | | | | 9.65 | | | | 9.44 | | | | 1.89 | | |
Global Opportunity Portfolio Class IS | | | 1,000.00 | | | | 1,065.50 | | | | 1,020.73 | | | | 4.20 | | | | 4.11 | | | | 0.82 | | |
Global Opportunity Portfolio Class IR | | | 1,000.00 | | | | 1,065.40 | | | | 1,020.73 | | | | 4.20 | | | | 4.11 | | | | 0.82 | | |
* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 181/365 (to reflect the most recent one-half year period).
** Annualized.
3
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments
Global Opportunity Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.0%) | |
Argentina (0.3%) | |
Globant SA (a) | | | 134,230 | | | $ | 29,421 | | |
Canada (4.4%) | |
Shopify, Inc., Class A (a) | | | 242,008 | | | | 353,569 | | |
China (10.3%) | |
Alibaba Group Holding Ltd. ADR (a) | | | 328,105 | | | | 74,408 | | |
DIDI Global, Inc. ADR (a) | | | 4,400,772 | | | | 61,611 | | |
Foshan Haitian Flavouring & Food Co., Ltd., Class A | | | 3,453,519 | | | | 68,921 | | |
Meituan, Class B (a)(b) | | | 7,138,400 | | | | 294,572 | | |
TAL Education Group ADR (a) | | | 5,460,345 | | | | 137,764 | | |
Tencent Holdings Ltd. (b) | | | 866,100 | | | | 65,144 | | |
Trip.com Group Ltd. ADR (a) | | | 3,432,286 | | | | 121,709 | | |
| | | 824,129 | | |
Denmark (5.1%) | |
DSV Panalpina A/S | | | 1,756,646 | | | | 409,662 | | |
France (3.2%) | |
Hermes International | | | 175,449 | | | | 255,575 | | |
India (5.7%) | |
HDFC Bank Ltd. | | | 16,928,258 | | | | 341,139 | | |
ICICI Bank Ltd. ADR (a) | | | 6,772,246 | | | | 115,805 | | |
| | | 456,944 | | |
Italy (2.6%) | |
Moncler SpA | | | 3,058,946 | | | | 206,965 | | |
Japan (1.8%) | |
Keyence Corp. | | | 282,900 | | | | 142,781 | | |
Korea, Republic of (1.3%) | |
NAVER Corp. | | | 290,063 | | | | 107,536 | | |
United Kingdom (0.5%) | |
Fevertree Drinks PLC | | | 1,133,685 | | | | 40,350 | | |
United States (61.8%) | |
Adobe, Inc. (a) | | | 497,292 | | | | 291,234 | | |
Affirm Holdings, Inc. (a) | | | 182,988 | | | | 12,324 | | |
Agilon Health Topco, Inc. (a)(c) | | | 3,008,300 | | | | 116,555 | | |
Airbnb, Inc., Class A (a) | | | 78,306 | | | | 11,992 | | |
Alphabet, Inc., Class C (a) | | | 126,640 | | | | 317,400 | | |
Amazon.com, Inc. (a) | | | 152,769 | | | | 525,550 | | |
Coupang, Inc. (a) | | | 801,715 | | | | 33,528 | | |
| | Shares | | Value (000) | |
DoorDash, Inc., Class A (a) | | | 494,891 | | | $ | 88,254 | | |
EPAM Systems, Inc. (a) | | | 509,186 | | | | 260,174 | | |
Facebook, Inc., Class A (a) | | | 807,486 | | | | 280,771 | | |
Farfetch Ltd., Class A (a) | | | 2,101,386 | | | | 105,826 | | |
Intuitive Surgical, Inc. (a) | | | 121,844 | | | | 112,053 | | |
Martin Marietta Materials, Inc. | | | 106,127 | | | | 37,336 | | |
Mastercard, Inc., Class A | | | 1,442,543 | | | | 526,658 | | |
salesforce.com, Inc. (a) | | | 802,460 | | | | 196,017 | | |
ServiceNow, Inc. (a) | | | 683,454 | | | | 375,592 | | |
Snowflake, Inc., Class A (a) | | | 142,683 | | | | 34,501 | | |
Spotify Technology SA (a) | | | 777,233 | | | | 214,198 | | |
Square, Inc., Class A (a) | | | 943,664 | | | | 230,065 | | |
Uber Technologies, Inc. (a) | | | 8,659,215 | | | | 434,000 | | |
Visa, Inc., Class A | | | 1,475,708 | | | | 345,050 | | |
Walt Disney Co. (The) (a) | | | 1,487,765 | | | | 261,504 | | |
Zillow Group, Inc., Class A (a) | | | 448,160 | | | | 54,913 | | |
Zoom Video Communications, Inc., Class A (a) | | | 231,672 | | | | 89,664 | | |
| | | 4,955,159 | | |
Total Common Stocks (Cost $3,952,611) | | | 7,782,091 | | |
Investment Company (0.3%) | |
United States (0.3%) | |
Grayscale Bitcoin Trust (a) (Cost $46,269) | | | 919,805 | | | | 27,419 | | |
Preferred Stock (0.0%) (d) | |
United States (0.0%) (d) | |
Magic Leap Series C (a)(e)(f) (acquisition cost — $3,175; acquired 12/22/15) (Cost $3,175) | | | 137,829 | | | | — | | |
Short-Term Investment (3.0%) | |
Investment Company (3.0%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $236,767) | | | 236,766,679 | | | | 236,767 | | |
Total Investments (100.3%) (Cost $4,238,822) (g)(h) | | | 8,046,277 | | |
Liabilities in Excess of Other Assets (–0.3%) | | | (24,858 | ) | |
Net Assets (100.0%) | | $ | 8,021,419 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
The Fund had the following Derivative Contract — PIPE open at June 30, 2021:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Appreciation (000) | | % of Net Assets | |
Altimeter Growth Corp. | | Grab Holdings Inc. (a)(e)(f)(i)(j) | | $ | 60,291,290 | | | 12/31/21 | | $ | 3,195 | | | | 0.04 | % | |
(a) Non-income producing security.
(b) Security trades on the Hong Kong exchange.
(c) Security has been deemed by the investment manager to be illiquid and is subject to restrictions on resale. At June 30, 2021, this security amounted to approximately $116,555,000, which represents 1.5% of net assets of the Fund.
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Global Opportunity Portfolio
(d) Amount is less than 0.05%.
(e) Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted security and derivative contract (excluding 144A holdings) at June 30, 2021 amounts to approximately $3,195,000 and represents less than 0.05% of net assets.
(f) At June 30, 2021, the Fund held a fair valued security and derivative contract valued at approximately $3,195,000 representing less than 0.05% of net assets. These holdings have been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(g) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $3,859,667,000 and the aggregate gross unrealized depreciation is approximately $49,017,000, resulting in net unrealized appreciation of approximately $3,810,650,000.
(h) Securities are available for collateral in connection with securities purchased on a forward commitment basis.
(i) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 6,029,129 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between Grab Holdings Inc., and Altimeter Growth Corp., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Altimeter Growth Corp., and Grab Holdings Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met, the Fund is no longer obligated to fulfill its commitment to Altimeter Growth Corp., and Grab Holdings Inc. The investment is restricted from resale until the settlement date.
(j) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
ADR American Depositary Receipt.
PIPE Private Investment in Public Equity.
SPAC Special Purpose Acquisition Company.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Information Technology Services | | | 22.3 | % | |
Internet & Direct Marketing Retail | | | 15.4 | | |
Software | | | 11.8 | | |
Other* | | | 11.6 | | |
Interactive Media & Services | | | 10.3 | | |
Road & Rail | | | 6.2 | | |
Entertainment | | | 5.9 | | |
Textiles, Apparel & Luxury Goods | | | 5.7 | | |
Banks | | | 5.7 | | |
Air Freight & Logistics | | | 5.1 | | |
Total Investments | | | 100.0 | %** | |
* Industries and/or investment types representing less than 5% of total investments.
** Does not include an open PIPE contract with total unrealized apppreciation of approximately $3,195,000.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Global Opportunity Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $4,002,055) | | $ | 7,809,510 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $236,767) | | | 236,767 | | |
Total Investments in Securities, at Value (Cost $4,238,822) | | | 8,046,277 | | |
Foreign Currency, at Value (Cost $3) | | | 3 | | |
Receivable for Fund Shares Sold | | | 60,405 | | |
Dividends Receivable | | | 1,184 | | |
Tax Reclaim Receivable | | | 528 | | |
Receivable from Affiliate | | | 2 | | |
Interest Receivable | | | — | @ | |
Unrealized Appreciation on Derivative Contract — PIPE | | | 3,195 | | |
Other Assets | | | 597 | | |
Total Assets | | | 8,112,191 | | |
Liabilities: | |
Payable for Investments Purchased | | | 61,611 | | |
Payable for Advisory Fees | | | 13,699 | | |
Deferred Capital Gain Country Tax | | | 10,326 | | |
Payable for Fund Shares Redeemed | | | 3,131 | | |
Payable for Shareholder Services Fees — Class A | | | 355 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 13 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 378 | | |
Payable for Administration Fees | | | 512 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 234 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 78 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 3 | | |
Payable for Sub Transfer Agency Fees — Class C | | | 23 | | |
Payable for Transfer Agency Fees — Class I | | | 38 | | |
Payable for Transfer Agency Fees — Class A | | | 36 | | |
Payable for Transfer Agency Fees — Class L | | | 7 | | |
Payable for Transfer Agency Fees — Class C | | | 7 | | |
Payable for Transfer Agency Fees — Class IS | | | 1 | | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Payable for Professional Fees | | | 47 | | |
Payable for Custodian Fees | | | 45 | | |
Payable for Organization Costs for Subsidiary | | | 24 | | |
Other Liabilities | | | 204 | | |
Total Liabilities | | | 90,772 | | |
Net Assets | | $ | 8,021,419 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 4,042,642 | | |
Total Distributable Earnings | | | 3,978,777 | | |
Net Assets | | $ | 8,021,419 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Global Opportunity Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 5,217,091 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 109,459,994 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 47.66 | | |
CLASS A: | |
Net Assets | | $ | 1,758,607 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 38,416,394 | | |
Net Asset Value, Redemption Price Per Share | | $ | 45.78 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 2.54 | | |
Maximum Offering Price Per Share | | $ | 48.32 | | |
CLASS L: | |
Net Assets | | $ | 54,415 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,205,933 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 45.12 | | |
CLASS C: | |
Net Assets | | $ | 467,696 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 10,789,868 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 43.35 | | |
CLASS IS: | |
Net Assets | | | $358,997 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 7,504,483 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 47.84 | | |
CLASS IR: | |
Net Assets | | $ | 164,613 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,436,571 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 47.90 | | |
@ 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, 2021 (unaudited)
Global Opportunity Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $953 of Foreign Taxes Withheld) | | $ | 7,678 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 17 | | |
Total Investment Income | | | 7,695 | | |
Expenses: | |
Advisory Fees (Note B) | | | 26,929 | | |
Shareholder Services Fees — Class A (Note D) | | | 2,135 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 199 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 2,244 | | |
Sub Transfer Agency Fees — Class I | | | 1,993 | | |
Sub Transfer Agency Fees — Class A | | | 901 | | |
Sub Transfer Agency Fees — Class L | | | 12 | | |
Sub Transfer Agency Fees — Class C | | | 163 | | |
Administration Fees (Note C) | | | 3,014 | | |
Custodian Fees (Note F) | | | 261 | | |
Registration Fees | | | 204 | | |
Transfer Agency Fees — Class I (Note E) | | | 70 | | |
Transfer Agency Fees — Class A (Note E) | | | 85 | | |
Transfer Agency Fees — Class L (Note E) | | | 15 | | |
Transfer Agency Fees — Class C (Note E) | | | 8 | | |
Transfer Agency Fees — Class IS (Note E) | | | 4 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Shareholder Reporting Fees | | | 92 | | |
Professional Fees | | | 65 | | |
Directors' Fees and Expenses | | | 38 | | |
Organization Costs for Subsidiary | | | 24 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 62 | | |
Total Expenses | | | 38,521 | | |
Distribution Fees — Class L Shares Waived (Note D) | | | (119 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (112 | ) | |
Net Expenses | | | 38,290 | | |
Net Investment Loss | | | (30,595 | ) | |
Realized Gain (Loss): | |
Investments Sold | | | 168,760 | | |
Foreign Currency Translation | | | (45 | ) | |
Net Realized Gain | | | 168,715 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $750) | | | 317,759 | | |
Foreign Currency Translation | | | (19 | ) | |
Derivative Contract — PIPE | | | 3,195 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 320,935 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 489,650 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 459,055 | | |
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Global Opportunity Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (30,595 | ) | | $ | (46,557 | ) | |
Net Realized Gain | | | 168,715 | | | | 235,248 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 320,935 | | | | 2,220,499 | | |
Net Increase in Net Assets Resulting from Operations | | | 459,055 | | | | 2,409,190 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (51,005 | ) | |
Class A | | | — | | | | (20,135 | ) | |
Class L | | | — | | | | (649 | ) | |
Class C | | | — | | | | (5,418 | ) | |
Class IS | | | — | | | | (3,763 | ) | |
Class IR | | | — | | | | (1,303 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (82,273 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 1,040,442 | | | | 1,813,374 | | |
Distributions Reinvested | | | — | | | | 47,584 | | |
Redeemed | | | (614,953 | ) | | | (1,035,480 | ) | |
Class A: | |
Subscribed | | | 136,127 | | | | 401,046 | | |
Distributions Reinvested | | | — | | | | 19,788 | | |
Redeemed | | | (180,134 | ) | | | (362,101 | ) | |
Class L: | |
Exchanged | | | 31 | | | | 58 | | |
Distributions Reinvested | | | — | | | | 592 | | |
Redeemed | | | (2,596 | ) | | | (7,686 | ) | |
Class C: | |
Subscribed | | | 42,057 | | | | 97,594 | | |
Distributions Reinvested | | | — | | | | 5,330 | | |
Redeemed | | | (37,216 | ) | | | (58,835 | ) | |
Class IS: | |
Subscribed | | | 73,639 | | | | 232,725 | | |
Distributions Reinvested | | | — | | | | 3,729 | | |
Redeemed | | | (104,503 | ) | | | (97,484 | ) | |
Class IR: | |
Subscribed | | | 40,935 | | | | — | | |
Distributions Reinvested | | | — | | | | 1,303 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 393,829 | | | | 1,061,537 | | |
Total Increase in Net Assets | | | 852,884 | | | | 3,388,454 | | |
Net Assets: | |
Beginning of Period | | | 7,168,535 | | | | 3,780,081 | | |
End of Period | | $ | 8,021,419 | | | $ | 7,168,535 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Global Opportunity Portfolio
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 22,365 | | | | 54,601 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,076 | | |
Shares Redeemed | | | (13,424 | ) | | | (31,412 | ) | |
Net Increase in Class I Shares Outstanding | | | 8,941 | | | | 24,265 | | |
Class A: | |
Shares Subscribed | | | 3,083 | | | | 12,366 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 465 | | |
Shares Redeemed | | | (4,092 | ) | | | (11,494 | ) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (1,009 | ) | | | 1,337 | | |
Class L: | |
Shares Exchanged | | | 1 | | | | 3 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 14 | | |
Shares Redeemed | | | (60 | ) | | | (225 | ) | |
Net Decrease in Class L Shares Outstanding | | | (59 | ) | | | (208 | ) | |
Class C: | |
Shares Subscribed | | | 1,002 | | | | 3,145 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 132 | | |
Shares Redeemed | | | (891 | ) | | | (1,933 | ) | |
Net Increase in Class C Shares Outstanding | | | 111 | | | | 1,344 | | |
Class IS: | |
Shares Subscribed | | | 1,579 | | | | 6,357 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 84 | | |
Shares Redeemed | | | (2,269 | ) | | | (2,501 | ) | |
Net Increase (Decrease) in Class IS Shares Outstanding | | | (690 | ) | | | 3,940 | | |
Class IR: | |
Shares Subscribed | | | 890 | | | | — | | |
Shares Issued on Distributions Reinvested | | | — | | | | 29 | | |
Net Increase in Class IR Shares Outstanding | | | 890 | | | | 29 | | |
* Not consolidated.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 44.75 | | | $ | 29.12 | | | $ | 21.50 | | | $ | 22.94 | | | $ | 15.41 | | | $ | 16.36 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.16 | ) | | | (0.28 | ) | | | (0.12 | ) | | | (0.07 | ) | | | (0.06 | ) | | | (0.05 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.07 | | | | 16.43 | | | | 7.74 | | | | (1.20 | ) | | | 7.68 | | | | 0.18 | | |
Total from Investment Operations | | | 2.91 | | | | 16.15 | | | | 7.62 | | | | (1.27 | ) | | | 7.62 | | | | 0.13 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.52 | ) | | | — | | | | (0.17 | ) | | | (0.09 | ) | | | (1.08 | ) | |
Net Asset Value, End of Period | | $ | 47.66 | | | $ | 44.75 | | | $ | 29.12 | | | $ | 21.50 | | | $ | 22.94 | | | $ | 15.41 | | |
Total Return(4) | | | 6.50 | %(8) | | | 55.47 | % | | | 35.44 | % | | | (5.66 | )% | | | 49.44 | % | | | 1.05 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 5,217,091 | | | $ | 4,498,617 | | | $ | 2,220,219 | | | $ | 1,337,133 | | | $ | 898,008 | | | $ | 255,187 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.99 | % | | | 1.07 | % | |
Ratio of Expenses After Expense Limitation | | | 0.90 | %(5)(9) | | | 0.92 | %(5) | | | 0.94 | %(5) | | | 0.94 | %(5)(6) | | | 0.79 | %(5) | | | 0.80 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.94 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.70 | )%(5)(9) | | | (0.79 | )%(5) | | | (0.44 | )%(5) | | | (0.30 | )%(5) | | | (0.31 | )%(5) | | | (0.34 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 5 | %(8) | | | 22 | % | | | 15 | % | | | 28 | % | | | 30 | % | | | 37 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) 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.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 43.04 | | | $ | 28.10 | | | $ | 20.81 | | | $ | 22.28 | | | $ | 15.01 | | | $ | 16.03 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.21 | ) | | | (0.35 | ) | | | (0.18 | ) | | | (0.14 | ) | | | (0.12 | ) | | | (0.11 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.95 | | | | 15.81 | | | | 7.47 | | | | (1.16 | ) | | | 7.48 | | | | 0.17 | | |
Total from Investment Operations | | | 2.74 | | | | 15.46 | | | | 7.29 | | | | (1.30 | ) | | | 7.36 | | | | 0.06 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.52 | ) | | | — | | | | (0.17 | ) | | | (0.09 | ) | | | (1.08 | ) | |
Net Asset Value, End of Period | | $ | 45.78 | | | $ | 43.04 | | | $ | 28.10 | | | $ | 20.81 | | | $ | 22.28 | | | $ | 15.01 | | |
Total Return(4) | | | 6.37 | %(8) | | | 55.03 | % | | | 35.03 | % | | | (5.96 | )% | | | 49.03 | % | | | 0.62 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,758,607 | | | $ | 1,697,016 | | | $ | 1,070,124 | | | $ | 790,571 | | | $ | 780,705 | | | $ | 340,092 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 1.32 | % | | | 1.41 | % | |
Ratio of Expenses After Expense Limitation | | | 1.18 | %(5)(9) | | | 1.20 | %(5) | | | 1.22 | %(5) | | | 1.26 | %(5)(6) | | | 1.12 | %(5) | | | 1.17 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.22 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.98 | )%(5)(9) | | | (1.06 | )%(5) | | | (0.72 | )%(5) | | | (0.59 | )%(5) | | | (0.63 | )%(5) | | | (0.70 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 5 | %(8) | | | 22 | % | | | 15 | % | | | 28 | % | | | 30 | % | | | 37 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) 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.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 42.44 | | | $ | 27.72 | | | $ | 20.54 | | | $ | 22.01 | | | $ | 14.84 | | | $ | 15.87 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.22 | ) | | | (0.36 | ) | | | (0.19 | ) | | | (0.15 | ) | | | (0.13 | ) | | | (0.12 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.90 | | | | 15.60 | | | | 7.37 | | | | (1.15 | ) | | | 7.39 | | | | 0.17 | | |
Total from Investment Operations | | | 2.68 | | | | 15.24 | | | | 7.18 | | | | (1.30 | ) | | | 7.26 | | | | 0.05 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.52 | ) | | | — | | | | (0.17 | ) | | | (0.09 | ) | | | (1.08 | ) | |
Net Asset Value, End of Period | | $ | 45.12 | | | $ | 42.44 | | | $ | 27.72 | | | $ | 20.54 | | | $ | 22.01 | | | $ | 14.84 | | |
Total Return(4) | | | 6.31 | %(8) | | | 54.99 | % | | | 34.96 | % | | | (6.04 | )% | | | 48.91 | % | | | 0.56 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 54,415 | | | $ | 53,675 | | | $ | 40,836 | | | $ | 33,913 | | | $ | 39,979 | | | $ | 30,133 | | |
Ratio of Expenses Before Expense Limitation | | | 1.67 | %(9) | | | 1.71 | % | | | 1.74 | % | | | 1.78 | % | | | 1.86 | % | | | 1.93 | % | |
Ratio of Expenses After Expense Limitation | | | 1.22 | %(5)(9) | | | 1.25 | %(5) | | | 1.28 | %(5) | | | 1.32 | %(5)(6) | | | 1.20 | %(5) | | | 1.25 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.28 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.02 | )%(5)(9) | | | (1.10 | )%(5) | | | (0.78 | )%(5) | | | (0.65 | )%(5) | | | (0.67 | )%(5) | | | (0.79 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 5 | %(8) | | | 22 | % | | | 15 | % | | | 28 | % | | | 30 | % | | | 37 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) 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.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 40.90 | | | $ | 26.90 | | | $ | 20.07 | | | $ | 21.64 | | | $ | 14.69 | | | $ | 15.80 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.35 | ) | | | (0.57 | ) | | | (0.35 | ) | | | (0.30 | ) | | | (0.26 | ) | | | (0.21 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.80 | | | | 15.09 | | | | 7.18 | | | | (1.10 | ) | | | 7.30 | | | | 0.18 | | |
Total from Investment Operations | | | 2.45 | | | | 14.52 | | | | 6.83 | | | | (1.40 | ) | | | 7.04 | | | | (0.03 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.52 | ) | | | — | | | | (0.17 | ) | | | (0.09 | ) | | | (1.08 | ) | |
Net Asset Value, End of Period | | $ | 43.35 | | | $ | 40.90 | | | $ | 26.90 | | | $ | 20.07 | | | $ | 21.64 | | | $ | 14.69 | | |
Total Return(4) | | | 5.99 | %(8) | | | 53.99 | % | | | 34.03 | % | | | (6.61 | )% | | | 47.92 | % | | | 0.05 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 467,696 | | | $ | 436,790 | | | $ | 251,160 | | | $ | 159,642 | | | $ | 104,364 | | | $ | 33,801 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 2.01 | % | | | 2.08 | % | |
Ratio of Expenses After Expense Limitation | | | 1.89 | %(5)(9) | | | 1.91 | %(5) | | | 1.94 | %(5) | | | 1.95 | %(5)(6) | | | 1.81 | %(5) | | | 1.84 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.94 | %(5) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.69 | )%(5)(9) | | | (1.77 | )%(5) | | | (1.45 | )%(5) | | | (1.30 | )%(5) | | | (1.33 | )%(5) | | | (1.38 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 5 | %(8) | | | 22 | % | | | 15 | % | | | 28 | % | | | 30 | % | | | 37 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) 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.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 44.90 | | | $ | 29.18 | | | $ | 21.53 | | | $ | 23.00 | | | $ | 15.44 | | | $ | 16.38 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.14 | ) | | | (0.25 | ) | | | (0.14 | ) | | | (0.00 | )(4) | | | (0.05 | ) | | | (0.06 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.08 | | | | 16.49 | | | | 7.79 | | | | (1.30 | ) | | | 7.70 | | | | 0.20 | | |
Total from Investment Operations | | | 2.94 | | | | 16.24 | | | | 7.65 | | | | (1.30 | ) | | | 7.65 | | | | 0.14 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.52 | ) | | | — | | | | (0.17 | ) | | | (0.09 | ) | | | (1.08 | ) | |
Net Asset Value, End of Period | | $ | 47.84 | | | $ | 44.90 | | | $ | 29.18 | | | $ | 21.53 | | | $ | 23.00 | | | $ | 15.44 | | |
Total Return(5) | | | 6.55 | %(9) | | | 55.67 | % | | | 35.53 | % | | | (5.78 | )% | | | 49.54 | % | | | 1.11 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 358,997 | | | $ | 367,927 | | | $ | 124,173 | | | $ | 2,156 | | | $ | 1,650 | | | $ | 23 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 0.86 | % | | | N/A | | | | 1.24 | % | | | 3.82 | % | |
Ratio of Expenses After Expense Limitation | | | 0.82 | %(6(10) | | | 0.82 | %(6) | | | 0.84 | %(6) | | | 0.88 | %(6)(7) | | | 0.71 | %(6) | | | 0.71 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.84 | %(6) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.62 | )%(6)(10) | | | (0.70 | )%(6) | | | (0.51 | )%(6) | | | (0.02 | )%(6) | | | (0.23 | )%(6) | | | (0.41 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(8)(10) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 5 | %(9) | | | 22 | % | | | 15 | % | | | 28 | % | | | 30 | % | | | 37 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Effective January 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.95% for Class IS shares. Prior to January 1, 2018, the maximum ratio was 0.72% for Class IS shares.
(8) Amount is less than 0.005%.
(9) Not annualized.
(10) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Global Opportunity Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 15, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 44.96 | | | $ | 29.22 | | | $ | 21.56 | | | $ | 26.67 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.14 | ) | | | (0.24 | ) | | | (0.09 | ) | | | (0.06 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 3.08 | | | | 16.50 | | | | 7.75 | | | | (4.88 | ) | |
Total from Investment Operations | | | 2.94 | | | | 16.26 | | | | 7.66 | | | | (4.94 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.52 | ) | | | — | | | | (0.17 | ) | |
Net Asset Value, End of Period | | $ | 47.90 | | | $ | 44.96 | | | $ | 29.22 | | | $ | 21.56 | | |
Total Return(4) | | | 6.54 | %(7) | | | 55.66 | % | | | 35.53 | % | | | (18.63 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 164,613 | | | $ | 114,510 | | | $ | 73,569 | | | $ | 54,284 | | |
Ratio of Expenses Before Expense Limitation | | | 0.82 | %(8) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.82 | %(5)(8) | | | 0.82 | %(5) | | | 0.84 | %(5) | | | 0.88 | %(5)(8) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.84 | %(5) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.61 | )%(5)(8) | | | (0.69 | )%(5) | | | (0.35 | )%(5) | | | (0.46 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | (0.01 | )%(7) | |
Portfolio Turnover Rate | | | 5 | %(7) | | | 22 | % | | | 15 | % | | | 28 | % | |
(1) Not consolidated.
(2) Commencement of Offering.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Global Opportunity Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class IS 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 IS and Class IR shares to new investors.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Global Opportunity Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation. As of June 30, 2021, the Subsidiary represented approximately $33,852,000 or approximately 0.42% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the
prevailing market rates prior to the close of the NYSE; (6) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
• 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, 2021:
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 | | $ | 409,662 | | | $ | — | | | $ | — | | | $ | 409,662 | | |
Banks | | | 456,944 | | | | — | | | | — | | | | 456,944 | | |
Beverages | | | 40,350 | | | | — | | | | — | | | | 40,350 | | |
Construction Materials | | | 37,336 | | | | — | | | | — | | | | 37,336 | | |
Diversified Consumer Services | | | 137,764 | | | | — | | | | — | | | | 137,764 | | |
Electronic Equipment, Instruments & Components | | | 142,781 | | | | — | | | | — | | | | 142,781 | | |
Entertainment | | | 475,702 | | | | — | | | | — | | | | 475,702 | | |
Food Products | | | 68,921 | | | | — | | | | — | | | | 68,921 | | |
Health Care Equipment & Supplies | | | 112,053 | | | | — | | | | — | | | | 112,053 | | |
Health Care Technology | | | — | | | | 116,555 | | | | — | | | | 116,555 | | |
Hotels, Restaurants & Leisure | | | 11,992 | | | | — | | | | — | | | | 11,992 | | |
Information Technology Services | | | 1,791,762 | | | | — | | | | — | | | | 1,791,762 | | |
Interactive Media & Services | | | 825,764 | | | | — | | | | — | | | | 825,764 | | |
Internet & Direct Marketing Retail | | | 1,243,847 | | | | — | | | | — | | | | 1,243,847 | | |
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) | |
Road & Rail | | $ | 495,611 | | | $ | — | | | $ | — | | | $ | 495,611 | | |
Software | | | 952,507 | | | | — | | | | — | | | | 952,507 | | |
Textiles, Apparel & Luxury Goods | | | 462,540 | | | | — | | | | — | | | | 462,540 | | |
Total Common Stocks | | | 7,665,536 | | | | 116,555 | | | | — | | | | 7,782,091 | | |
Investment Company | | | 27,419 | | | | — | | | | — | | | | 27,419 | | |
Preferred Stock | |
Electronic Equipment, Instruments & Components | | | — | | | | — | | | | — | † | | | — | † | |
Short-Term Investment | |
Investment Company | | | 236,767 | | | | — | | | | — | | | | 236,767 | | |
Derivative Contract — PIPE | | | — | | | | — | | | | 3,195 | | | | 3,195 | | |
Total Assets | | $ | 7,929,722 | | | $ | 116,555 | | | $ | 3,195 | † | | $ | 8,049,472 | † | |
† Includes a security valued at zero.
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Common Stock (000) | | Preferred Stock (000) | | Derivative Contract — PIPE (000) | |
Beginning Balance | | $ | 17,733 | | | $ | — | † | | $ | — | | |
Purchases | | | — | | | | — | | | | — | | |
Sales | | | — | | | | — | | | | — | | |
PIPE transactions | | | — | | | | — | | | | 3,195 | | |
Amortization of discount | | | — | | | | — | | | | — | | |
Transfers in | | | — | | | | — | | | | — | | |
Transfers out | | | (17,733 | )†† | | | — | | | | — | | |
Corporate actions | | | — | | | | — | | | | — | | |
Change in unrealized appreciation (depreciation) | | | — | | | | — | | | | — | | |
Realized gains (losses) | | | — | | | | — | | | | — | | |
Ending Balance | | $ | — | | | $ | — | † | | $ | 3,195 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2021 | | $ | — | | | $ | — | | | $ | 3,195 | | |
† Includes a security valued at zero.
†† A security transferred out of level 3 due to an Initial Public Offering.
The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
within Level 3 as of June 30, 2021. 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, 2021.
| | Fair Value at June 30, 2021 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
PIPE | | $ | 3,195 | | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | | 10.0 | % | | Decrease | |
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized
between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership 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
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly
from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2021, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Consolidated Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2021:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Appreciation on Derivative Contract — PIPE | | Equity Risk | | $ | 3,195 | | |
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, 2021 in accordance with ASC 815:
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Equity Risk | | Derivative Contract — PIPE | | $ | 3,195 | | |
At June 30, 2021, 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(a) (000) | | Liabilities (000) | |
Derivative Contract — PIPE | | $ | 3,195 | | | $ | — | | |
(a) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Derivative Contract — PIPE: | |
Average monthly notional amount | | $ | 60,291,000 | | |
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: Dividend income and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
8. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest in-
come is recognized on the accrual basis except where collection is in doubt. 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, 2021, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.71% 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 IS 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. This arrangement had no effect for the six months ended June 30, 2021.
Effective March 5, 2021, 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
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 that the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate, the 12b-1 fees on Class L shares of the Fund to the extent it exceeds 0.30% of the average daily net assets of such shares on an annualized basis. For the six months ended June 30, 2021, this waiver amounted to approximately $119,000.
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 shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $1,021,979,000 and $359,621,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Liquidity Funds. For the six months ended June 30, 2021, advisory fees paid were reduced by approximately $112,000 relating to the Fund's investment in the Liquidity Funds.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 528,671 | | | $ | 532,019 | | | $ | 823,923 | | | $ | 17 | | |
Affiliated Affiliated Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 236,767 | | |
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, 2021, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 1,952 | | | $ | 80,321 | | | $ | — | | | $ | — | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2020.
At December 31, 2020, 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) | |
$ | 43,646 | | | $ | 9,786 | | |
During the year ended December 31, 2020, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $50,341,000.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 12.0%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies.
The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's contractual management fee was higher than but close to its peer group average and actual management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGOSAN
3692773 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Global Permanence Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 7 | | |
Consolidated Statements of Changes in Net Assets | | | 8 | | |
Consolidated Financial Highlights | | | 9 | | |
Notes to Consolidated Financial Statements | | | 13 | | |
Investment Advisory Agreement Approval | | | 22 | | |
Liquidity Risk Management Program | | | 24 | | |
U.S. Customer Privacy Notice | | | 25 | | |
Director and Officer Information | | | 28 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,129.00 | | | $ | 1,019.84 | | | $ | 5.28 | | | $ | 5.01 | | | | 1.00 | % | |
Global Permanence Portfolio Class A | | | 1,000.00 | | | | 1,126.40 | | | | 1,018.10 | | | | 7.12 | | | | 6.76 | | | | 1.35 | | |
Global Permanence Portfolio Class C | | | 1,000.00 | | | | 1,122.40 | | | | 1,014.38 | | | | 11.05 | | | | 10.49 | | | | 2.10 | | |
Global Permanence Portfolio Class IS | | | 1,000.00 | | | | 1,128.90 | | | | 1,020.08 | | | | 5.01 | | | | 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, 2021 (unaudited)
Consolidated Portfolio of Investments
Global Permanence Portfolio
| | Shares | | Value (000) | |
Common Stocks (93.5%) | |
Canada (10.3%) | |
Canadian National Railway Co. | | | 434 | | | $ | 46 | | |
Colliers International Group, Inc. | | | 501 | | | | 56 | | |
Constellation Software, Inc. | | | 120 | | | | 181 | | |
FirstService Corp. | | | 331 | | | | 57 | | |
Topicus.com, Inc. (a) | | | 522 | | | | 38 | | |
| | | 378 | | |
Denmark (0.9%) | |
Chr Hansen Holding A/S | | | 349 | | | | 32 | | |
France (16.3%) | |
Christian Dior SE | | | 276 | | | | 222 | | |
EssilorLuxottica SA | | | 219 | | | | 40 | | |
Hermes International | | | 142 | | | | 207 | | |
L'Oreal SA | | | 138 | | | | 62 | | |
Remy Cointreau SA | | | 333 | | | | 69 | | |
| | | 600 | | |
India (3.5%) | |
HDFC Bank Ltd. ADR (a) | | | 1,737 | | | | 127 | | |
Italy (1.1%) | |
Brunello Cucinelli SpA (a) | | | 714 | | | | 42 | | |
Japan (1.6%) | |
Nintendo Co., Ltd. | | | 100 | | | | 58 | | |
Mexico (1.0%) | |
Grupo Aeroportuario del Sureste SAB de CV, Class B (a) | | | 1,950 | | | | 36 | | |
Netherlands (8.6%) | |
ASML Holding N.V. (Registered) | | | 412 | | | | 284 | | |
JDE Peet's N.V. (a) | | | 846 | | | | 31 | | |
| | | 315 | | |
Spain (0.9%) | |
Aena SME SA (a) | | | 209 | | | | 34 | | |
United Kingdom (3.3%) | |
Intertek Group PLC | | | 403 | | | | 31 | | |
Rentokil Initial PLC | | | 13,083 | | | | 90 | | |
| | | 121 | | |
United States (46.0%) | |
Amazon.com, Inc. (a) | | | 34 | | | | 117 | | |
Appfolio, Inc., Class A (a) | | | 399 | | | | 56 | | |
Axon Enterprise, Inc. (a) | | | 985 | | | | 174 | | |
Costco Wholesale Corp. | | | 302 | | | | 120 | | |
Danaher Corp. | | | 138 | | | | 37 | | |
HEICO Corp., Class A | | | 944 | | | | 117 | | |
Intercontinental Exchange, Inc. | | | 472 | | | | 56 | | |
Intuitive Surgical, Inc. (a) | | | 148 | | | | 136 | | |
Linde PLC | | | 115 | | | | 33 | | |
Progressive Corp. (The) | | | 562 | | | | 55 | | |
Roper Technologies, Inc. | | | 78 | | | | 37 | | |
Royal Gold, Inc. | | | 307 | | | | 35 | | |
Royalty Pharma PLC, Class A | | | 4,057 | | | | 166 | | |
S&P Global, Inc. | | | 230 | | | | 94 | | |
| | Shares | | Value (000) | |
Texas Pacific Land Corp. | | | 58 | | | $ | 93 | | |
Tyler Technologies, Inc. (a) | | | 69 | | | | 31 | | |
Veeva Systems, Inc., Class A (a) | | | 484 | | | | 151 | | |
Walt Disney Co. (The) (a) | | | 720 | | | | 127 | | |
Waste Connections, Inc. | | | 430 | | | | 51 | | |
| | | 1,686 | | |
Total Common Stocks (Cost $2,478) | | | 3,429 | | |
Investment Companies (1.3%) | |
Grayscale Bitcoin Trust (a) | | | 419 | | | | 13 | | |
Hipgnosis Songs Fund Ltd. | | | 20,696 | | | | 35 | | |
Total Investment Companies (Cost $57) | | | 48 | | |
Short-Term Investment (1.5%) | |
Investment Company (1.5%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $56)56,400 | | | 56 | | |
Total Investments Excluding Purchased Options (96.3%) (Cost $2,591) | | | 3,533 | | |
Total Purchased Options Outstanding (0.0%) (b) (Cost $15) | | | 1 | | |
Total Investments (96.3%) (Cost $2,606) (c) | | | 3,534 | | |
Other Assets in Excess of Liabilities (3.7%) | | | 137 | | |
Net Assets (100.0%) | | $ | 3,671 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) Amount is less than 0.05%.
(c) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $975,000 and the aggregate gross unrealized depreciation is approximately $47,000, resulting in net unrealized appreciation of approximately $928,000.
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, 2021 (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, 2021:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
BNP Paribas | | USD/CNH | | CNH | 7.99 | | | Sep-21 | | | 472,545 | | | $ | 473 | | | $ | — | @ | | $ | 3 | | | $ | (3 | ) | |
BNP Paribas | | USD/CNH | | CNH | 7.45 | | | Jan-22 | | | 595,628 | | | | 596 | | | | — | @ | | | 3 | | | | (3 | ) | |
BNP Paribas | | USD/CNH | | CNH | 7.64 | | | Nov-21 | | | 556,269 | | | | 556 | | | | — | @ | | | 3 | | | | (3 | ) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.57 | | | Mar-22 | | | 655,158 | | | | 655 | | | | 1 | | | | 3 | | | | (2 | ) | |
Royal Bank of Scotland | | USD/CNH | | CNH | 8.06 | | | Jul-21 | | | 534,767 | | | | 535 | | | | — | @ | | | 3 | | | | (3 | ) | |
| | | | | | | | | | | | $ | 1 | | | $ | 15 | | | $ | (14 | ) | |
@ Value is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 55.4 | % | |
Textiles, Apparel & Luxury Goods | | | 14.5 | | |
Software | | | 8.7 | | |
Aerospace & Defense | | | 8.2 | | |
Semiconductors & Semiconductor Equipment | | | 8.0 | | |
Entertainment | | | 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, 2021 (unaudited)
Global Permanence Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $2,550) | | $ | 3,478 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $56) | | | 56 | | |
Total Investments in Securities, at Value (Cost $2,606) | | | 3,534 | | |
Foreign Currency, at Value (Cost $7) | | | 7 | | |
Cash | | | — | @ | |
Receivable for Investments Sold | | | 97 | | |
Due from Adviser | | | 54 | | |
Dividends Receivable | | | — | @ | |
Tax Reclaim Receivable | | | — | @ | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 59 | | |
Total Assets | | | 3,751 | | |
Liabilities: | |
Payable for Investments Purchased | | | 36 | | |
Payable for Professional Fees | | | 32 | | |
Payable for Custodian Fees | | | 4 | | |
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 IS | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | — | @ | |
Payable for Organization Costs for Subsidiary | | | — | @ | |
Other Liabilities | | | 8 | | |
Total Liabilities | | | 80 | | |
Net Assets | | $ | 3,671 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 2,440 | | |
Total Distributable Earnings | | | 1,231 | | |
Net Assets | | $ | 3,671 | | |
CLASS I: | |
Net Assets | | $ | 3,613 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 238,684 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.14 | | |
CLASS A: | |
Net Assets | | $ | 28 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,838 | | |
Net Asset Value, Redemption Price Per Share | | $ | 15.06 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.83 | | |
Maximum Offering Price Per Share | | $ | 15.89 | | |
CLASS C: | |
Net Assets | | $ | 15 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,002 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 14.86 | | |
CLASS IS: | |
Net Assets | | $ | 15 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,008 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.15 | | |
@ 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, 2021 (unaudited)
Global Permanence Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $1 of Foreign Taxes Withheld) | | $ | 20 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 20 | | |
Expenses: | |
Professional Fees | | | 60 | | |
Registration Fees | | | 21 | | |
Advisory Fees (Note B) | | | 14 | | |
Shareholder Reporting Fees | | | 7 | | |
Custodian Fees (Note F) | | | 5 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 2 | | |
Administration Fees (Note C) | | | 1 | | |
Shareholder Services Fees — Class A (Note D) | | | — | @ | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | — | @ | |
Sub Transfer Agency Fees — Class A | | | — | @ | |
Organization Costs for Subsidiary | | | — | @ | |
Other Expenses | | | 8 | | |
Total Expenses | | | 124 | | |
Expenses Reimbursed by Adviser (Note B) | | | (91 | ) | |
Waiver of Advisory Fees (Note B) | | | (14 | ) | |
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 IS (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 16 | | |
Net Investment Income | | | 4 | | |
Realized Gain: | |
Investments Sold | | | 187 | | |
Foreign Currency Translation | | | — | @ | |
Net Realized Gain | | | 187 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 226 | | |
Foreign Currency Translation | | | (— | @) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 226 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 413 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 417 | | |
@ 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, 2021
Global Permanence Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 4 | | | $ | (8 | ) | |
Net Realized Gain | | | 187 | | | | 130 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 226 | | | | 576 | | |
Net Increase in Net Assets Resulting from Operations | | | 417 | | | | 698 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (22 | ) | |
Class A | | | — | | | | (— | @) | |
Class C | | | — | | | | (— | @) | |
Class IS | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (22 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | — | | | | 43 | | |
Distributions Reinvested | | | — | | | | 19 | | |
Class A: | |
Subscribed | | | 17 | | | | 6 | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (11 | ) | | | (— | @) | |
Class C: | |
Distributions Reinvested | | | — | | | | — | @ | |
Class IS: | |
Distributions Reinvested | | | — | | | | — | @ | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 6 | | | | 68 | | |
Total Increase in Net Assets | | | 423 | | | | 744 | | |
Net Assets: | |
Beginning of Period | | | 3,248 | | | | 2,504 | | |
End of Period | | $ | 3,671 | | | $ | 3,248 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | — | | | | 5 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Net Increase in Class I Shares Outstanding | | | — | | | | 6 | | |
Class A: | |
Shares Subscribed | | | 1 | | | | — | @@ | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (1 | ) | | | (— | @@) | |
Net Increase in Class A Shares Outstanding | | | — | @@ | | | — | @@ | |
Class C: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Class IS: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
* Not consolidated.
@ 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, 2021
Consolidated Financial Highlights
Global Permanence Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Year Ended December 31, 2020(1) | | Period from April 30, 2019(2) to December 31, 2019(1) | |
Net Asset Value, Beginning of Period | | $ | 13.41 | | | $ | 10.63 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.01 | | | | (0.03 | ) | | | 0.04 | | |
Net Realized and Unrealized Gain | | | 1.72 | | | | 2.90 | | | | 0.59 | | |
Total from Investment Operations | | | 1.73 | | | | 2.87 | | | | 0.63 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.07 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.02 | ) | | | — | | |
Total Distributions | | | — | | | | (0.09 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 15.14 | | | $ | 13.41 | | | $ | 10.63 | | |
Total Return(4) | | | 12.90 | %(7) | | | 27.06 | % | | | 6.30 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,613 | | | $ | 3,202 | | | $ | 2,471 | | |
Ratio of Expenses Before Expense Limitation | | | 7.19 | %(8) | | | 8.62 | % | | | 12.79 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(5)(8) | | | 1.00 | %(5) | | | 0.99 | %(5)(8) | |
Ratio of Net Investment Income (Loss) | | | 0.22 | %(5)(8) | | | (0.30 | )%(5) | | | 0.53 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 24 | %(7) | | | 113 | % | | | 35 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Global Permanence Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Year Ended December 31, 2020(1) | | Period from April 30, 2019(2) to December 31, 2019(1) | |
Net Asset Value, Beginning of Period | | $ | 13.37 | | | $ | 10.61 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.01 | ) | | | (0.07 | ) | | | 0.01 | | |
Net Realized and Unrealized Gain | | | 1.70 | | | | 2.89 | | | | 0.60 | | |
Total from Investment Operations | | | 1.69 | | | | 2.82 | | | | 0.61 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.04 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.02 | ) | | | — | | |
Total Distributions | | | — | | | | (0.06 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 15.06 | | | $ | 13.37 | | | $ | 10.61 | | |
Total Return(4) | | | 12.64 | %(7) | | | 26.57 | % | | | 6.10 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 28 | | | $ | 19 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 16.28 | %(8) | | | 26.08 | % | | | 30.61 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.35 | %(5)(8) | | | 1.35 | %(5) | | | 1.34 | %(5)(8) | |
Ratio of Net Investment Income (Loss) | | | (0.14 | )%(5)(8) | | | (0.65 | )%(5) | | | 0.17 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 24 | %(7) | | | 113 | % | | | 35 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Global Permanence Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Year Ended December 31, 2020(1) | | Period from April 30, 2019(2) to December 31, 2019(1) | |
Net Asset Value, Beginning of Period | | $ | 13.24 | | | $ | 10.56 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.06 | ) | | | (0.15 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain | | | 1.68 | | | | 2.85 | | | | 0.60 | | |
Total from Investment Operations | | | 1.62 | | | | 2.70 | | | | 0.56 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.02 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 14.86 | | | $ | 13.24 | | | $ | 10.56 | | |
Total Return(4) | | | 12.24 | %(7) | | | 25.60 | % | | | 5.60 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 15 | | | $ | 13 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 21.26 | %(8) | | | 28.45 | % | | | 31.59 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 2.10 | %(5)(8) | | | 2.10 | %(5) | | | 2.09 | %(5)(8) | |
Ratio of Net Investment Loss | | | (0.89 | )%(5)(8) | | | (1.40 | )%(5) | | | (0.57 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 24 | %(7) | | | 113 | % | | | 35 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Global Permanence Portfolio
| | Class IS | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Year Ended December 31, 2020(1) | | Period from April 30, 2019(2) to December 31, 2019(1) | |
Net Asset Value, Beginning of Period | | $ | 13.42 | | | $ | 10.64 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.02 | | | | (0.03 | ) | | | 0.04 | | |
Net Realized and Unrealized Gain | | | 1.71 | | | | 2.91 | | | | 0.60 | | |
Total from Investment Operations | | | 1.73 | | | | 2.88 | | | | 0.64 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.08 | ) | | | — | | |
Net Realized Gain | | | — | | | | (0.02 | ) | | | — | | |
Total Distributions | | | — | | | | (0.10 | ) | | | — | | |
Net Asset Value, End of Period | | $ | 15.15 | | | $ | 13.42 | | | $ | 10.64 | | |
Total Return(4) | | | 12.89 | %(7) | | | 27.09 | % | | | 6.40 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 15 | | | $ | 14 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 19.66 | %(8) | | | 26.62 | % | | | 30.53 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(8) | | | 0.95 | %(5) | | | 0.94 | %(5)(8) | |
Ratio of Net Investment Income (Loss) | | | 0.26 | %(5)(8) | | | (0.24 | )%(5) | | | 0.59 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 24 | %(7) | | | 113 | % | | | 35 | %(7) | |
(1) Not consolidated.
(2) Commencement of Operations.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Global Permanence Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class IS.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Global Permanence Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation. As of June 30, 2021, the Subsidiary represented approximately $13,000 or approximately 0.36% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by
changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (4) certain portfolio securities may be valued by an outside pricing service/vendor approved by the
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (7) investments in mutual funds, including the Morgan Stanley
Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's 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.)
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021:
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 | | $ | 291 | | | $ | — | | | $ | — | | | $ | 291 | | |
Banks | | | 127 | | | | — | | | | — | | | | 127 | | |
Beverages | | | 69 | | | | — | | | | — | | | | 69 | | |
Capital Markets | | | 150 | | | | — | | | | — | | | | 150 | | |
Chemicals | | | 65 | | | | — | | | | — | | | | 65 | | |
Commercial Services & Supplies | | | 141 | | | | — | | | | — | | | | 141 | | |
Entertainment | | | 185 | | | | — | | | | — | | | | 185 | | |
Food & Staples Retailing | | | 120 | | | | — | | | | — | | | | 120 | | |
Food Products | | | 31 | | | | — | | | | — | | | | 31 | | |
Health Care Equipment & Supplies | | | 173 | | | | — | | | | — | | | | 173 | | |
Health Care Technology | | | 151 | | | | — | | | | — | | | | 151 | | |
Industrial Conglomerates | | | 37 | | | | — | | | | — | | | | 37 | | |
Insurance | | | 55 | | | | — | | | | — | | | | 55 | | |
Internet & Direct Marketing Retail | | | 117 | | | | — | | | | — | | | | 117 | | |
Metals & Mining | | | 35 | | | | — | | | | — | | | | 35 | | |
Oil, Gas & Consumable Fuels | | | 93 | | | | — | | | | — | | | | 93 | | |
Personal Products | | | 62 | | | | — | | | | — | | | | 62 | | |
Pharmaceuticals | | | 166 | | | | — | | | | — | | | | 166 | | |
Professional Services | | | 31 | | | | — | | | | — | | | | 31 | | |
Real Estate Management & Development | | | 113 | | | | — | | | | — | | | | 113 | | |
Road & Rail | | | 46 | | | | — | | | | — | | | | 46 | | |
Semiconductors & Semiconductor Equipment | | | 284 | | | | — | | | | — | | | | 284 | | |
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) | |
Software | | $ | 268 | | | $ | 38 | | | $ | — | | | $ | 306 | | |
Textiles, Apparel & Luxury Goods | | | 511 | | | | — | | | | — | | | | 511 | | |
Transportation Infrastructure | | | 70 | | | | — | | | | — | | | | 70 | | |
Total Common Stocks | | | 3,391 | | | | 38 | | | | — | | | | 3,429 | | |
Call Options Purchased | | | — | | | | 1 | | | | — | | | | 1 | | |
Investment Companies | | | 48 | | | | — | | | | — | | | | 48 | | |
Short-Term Investment | |
Investment Company | | | 56 | | | | — | | | | — | | | | 56 | | |
Total Assets | | $ | 3,495 | | | $ | 39 | | | $ | — | | | $ | 3,534 | | |
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.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying
asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2021:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 1 | (a) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2021 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (5 | )(b) | |
(b) Amounts are included in Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (3 | )(c) | |
(c) Amounts are included in Investments in the Consolidated Statement of Operations.
At June 30, 2021, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets(d) (000) | | Liabilities(d) (000) | |
Purchased Options | | $ | 1 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master 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
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2021:
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) | |
BNP Paribas | | $ | — | @ | | $ | — | | | $ | — | | | $ | — | @ | |
Goldman Sachs International | | | 1 | | | | — | | | | — | | | | 1 | | |
Royal Bank of Scotland | | | — | @ | | | — | | | | — | | | | — | @ | |
Total | | $ | 1 | | | $ | — | | | $ | — | | | $ | 1 | | |
@ Value is less than $500.
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 2,865,000 | | |
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. Interest income is recognized on the accrual basis except where collection is in doubt. 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, 2021, 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 IS 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, 2021, approximately $14,000 of advisory fees were waived and approximately $94,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $773,000 and $814,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 62 | | | $ | 483 | | | $ | 489 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 56 | | |
@ 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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the two-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 22 | | | $ | — | | | $ | — | | | $ | — | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to a nondeductible expense, resulted in the following reclassifications among the components of net assets at December 31, 2020:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 1 | | | $ | (1 | ) | |
At December 31, 2020, 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) | |
$ | 63 | | | $ | 137 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 34.7%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.
If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 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 contractual management fee and total expense ratio were higher than but close to its peer 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.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGPERMSAN
3692778 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Global Real Estate Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 8 | | |
Statements of Changes in Net Assets | | | 9 | | |
Financial Highlights | | | 11 | | |
Notes to Financial Statements | | | 17 | | |
Investment Advisory Agreement Approval | | | 26 | | |
Liquidity Risk Management Program | | | 28 | | |
U.S. Customer Privacy Notice | | | 29 | | |
Director and Officer Information | | | 32 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Epense Ratio During Period** | |
Global Real Estate Portfolio Class I | | $ | 1,000.00 | | | $ | 1,158.60 | | | $ | 1,019.93 | | | $ | 5.25 | | | $ | 4.91 | | | | 0.98 | % | |
Global Real Estate Portfolio Class A | | | 1,000.00 | | | | 1,156.40 | | | | 1,018.10 | | | | 7.22 | | | | 6.76 | | | | 1.35 | | |
Global Real Estate Portfolio Class L | | | 1,000.00 | | | | 1,154.00 | | | | 1,015.62 | | | | 9.88 | | | | 9.25 | | | | 1.85 | | |
Global Real Estate Portfolio Class C | | | 1,000.00 | | | | 1,151.10 | | | | 1,014.38 | | | | 11.20 | | | | 10.49 | | | | 2.10 | | |
Global Real Estate Portfolio Class IS | | | 1,000.00 | | | | 1,158.80 | | | | 1,020.13 | | | | 5.03 | | | | 4.71 | | | | 0.94 | | |
Global Real Estate Portfolio Class IR | | | 1,000.00 | | | | 1,158.80 | | | | 1,020.13 | | | | 5.03 | | | | 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, 2021 (unaudited)
Portfolio of Investments
Global Real Estate Portfolio
| | Shares | | Value (000) | |
Common Stocks (99.8%) | |
Australia (3.6%) | |
Charter Hall Group REIT | | | 65,931 | | | $ | 767 | | |
Goodman Group REIT | | | 53,231 | | | | 845 | | |
Mirvac Group REIT | | | 363,459 | | | | 796 | | |
National Storage REIT | | | 81,910 | | | | 122 | | |
Scentre Group REIT | | | 88,605 | | | | 182 | | |
Stockland REIT | | | 250,416 | | | | 875 | | |
| | | 3,587 | | |
Austria (0.3%) | |
CA Immobilien Anlagen AG | | | 8,069 | | | | 336 | | |
Canada (1.7%) | |
Granite REIT | | | 15,397 | | | | 1,025 | | |
RioCan REIT | | | 34,022 | | | | 606 | | |
| | | 1,631 | | |
China (2.6%) | |
China Resources Land Ltd. (a) | | | 140,000 | | | | 567 | | |
Country Garden Services Holdings Co. Ltd. (a) | | | 74,000 | | | | 800 | | |
GDS Holdings Ltd. ADR (b) | | | 6,451 | | | | 506 | | |
Longfor Group Holdings Ltd. (a) | | | 130,000 | | | | 728 | | |
| | | 2,601 | | |
Finland (0.5%) | |
Kojamo Oyj | | | 20,071 | | | | 459 | | |
France (2.7%) | |
Gecina SA REIT (c) | | | 6,749 | | | | 1,034 | | |
ICADE REIT | | | 6,028 | | | | 520 | | |
Klepierre SA REIT | | | 10,605 | | | | 273 | | |
Mercialys SA REIT | | | 68,954 | | | | 835 | | |
| | | 2,662 | | |
Germany (4.3%) | |
Alstria Office AG REIT | | | 23,796 | | | | 440 | | |
Deutsche EuroShop AG | | | 5,465 | | | | 130 | | |
Deutsche Wohnen SE | | | 19,558 | | | | 1,196 | | |
LEG Immobilien SE | | | 6,035 | | | | 869 | | |
Vonovia SE | | | 25,019 | | | | 1,617 | | |
| | | 4,252 | | |
Hong Kong (5.6%) | |
ESR Cayman Ltd. (b) | | | 427,000 | | | | 1,441 | | |
Link REIT | | | 96,370 | | | | 934 | | |
New World Development Co. Ltd. | | | 132,439 | | | | 688 | | |
SJM Holdings Ltd. (b) | | | 318,000 | | | | 347 | | |
Sun Hung Kai Properties Ltd. | | | 50,367 | | | | 751 | | |
Swire Properties Ltd. | | | 20,900 | | | | 62 | | |
Wharf Real Estate Investment Co., Ltd. | | | 225,075 | | | | 1,309 | | |
| | | 5,532 | | |
Ireland (0.9%) | |
Hibernia REIT PLC | | | 595,221 | | | | 875 | | |
Japan (9.0%) | |
Activia Properties, Inc. REIT | | | 127 | | | | 601 | | |
Frontier Real Estate Investment Corp. REIT | | | 26 | | | | 122 | | |
GLP J-REIT | | | 340 | | | | 586 | | |
| | Shares | | Value (000) | |
Japan Hotel Investment Corp. REIT | | | 592 | | | $ | 355 | | |
Japan Metropolitan Fund Investment Corp. REIT | | | 597 | | | | 647 | | |
Japan Real Estate Investment Corp. REIT | | | 124 | | | | 762 | | |
Mitsubishi Estate Co., Ltd. | | | 35,400 | | | | 572 | | |
Mitsui Fudosan Co., Ltd. | | | 66,700 | | | | 1,545 | | |
Nippon Building Fund, Inc. REIT (c) | | | 123 | | | | 767 | | |
Nippon Prologis, Inc. REIT | | | 184 | | | | 586 | | |
Nomura Real Estate Master Fund, Inc. REIT | | | 442 | | | | 709 | | |
NTT UD REIT Investment Corp. REIT | | | 256 | | | | 378 | | |
Orix, Inc. J-REIT | | | 267 | | | | 514 | | |
Sumitomo Realty & Development Co., Ltd. | | | 22,100 | | | | 790 | | |
| | | 8,934 | | |
Malta (0.0%) (d) | |
BGP Holdings PLC (b)(e) | | | 12,867,024 | | | | 18 | | |
Netherlands (1.3%) | |
Eurocommercial Properties N.V. CVA REIT | | | 26,812 | | | | 667 | | |
NSI N.V. REIT | | | 16,543 | | | | 639 | | |
| | | 1,306 | | |
Singapore (2.3%) | |
City Developments Ltd. | | | 75,300 | | | | 408 | | |
Frasers Logistics & Commercial Trust REIT | | | 326,900 | | | | 350 | | |
Keppel REIT | | | 357,800 | | | | 314 | | |
Keppel DC REIT | | | 373,800 | | | | 692 | | |
Mapletree Industrial Trust REIT | | | 243,412 | | | | 513 | | |
| | | 2,277 | | |
Spain (1.4%) | |
Inmobiliaria Colonial Socimi SA REIT | | | 38,519 | | | | 389 | | |
Merlin Properties Socimi SA REIT | | | 96,592 | | | | 1,001 | | |
| | | 1,390 | | |
Sweden (1.4%) | |
Atrium Ljungberg AB, Class B | | | 4,423 | | | | 101 | | |
Fabege AB | | | 45,307 | | | | 727 | | |
Hufvudstaden AB, Class A | | | 31,892 | | | | 542 | | |
| | | 1,370 | | |
Switzerland (0.4%) | |
PSP Swiss Property AG (Registered) | | | 3,102 | | | | 394 | | |
United Kingdom (4.1%) | |
British Land Co., PLC (The) REIT | | | 144,788 | | | | 991 | | |
Derwent London PLC REIT | | | 4,742 | | | | 218 | | |
Grainger PLC | | | 130,147 | | | | 513 | | |
Hammerson PLC REIT (c) | | | 650,408 | | | | 335 | | |
Helical PLC | | | 20,014 | | | | 120 | | |
Land Securities Group PLC REIT | | | 128,733 | | | | 1,203 | | |
Segro PLC REIT | | | 36,258 | | | | 549 | | |
St. Modwen Properties PLC | | | 5,866 | | | | 45 | | |
Workspace Group PLC REIT | | | 3,802 | | | | 44 | | |
| | | 4,018 | | |
United States (57.7%) | |
Agree Realty Corp. REIT | | | 10,520 | | | | 741 | | |
Alexandria Real Estate Equities, Inc. REIT | | | 10,629 | | | | 1,934 | | |
American Campus Communities, Inc. REIT | | | 40,141 | | | | 1,875 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Global Real Estate Portfolio
| | Shares | | Value (000) | |
United States (cont'd) | |
AvalonBay Communities, Inc. REIT | | | 12,843 | | | $ | 2,680 | | |
Boyd Gaming Corp. (b) | | | 10,548 | | | | 649 | | |
Brixmor Property Group, Inc. REIT | | | 90,692 | | | | 2,076 | | |
Caesars Entertainment, Inc. (b) | | | 4,769 | | | | 495 | | |
Columbia Property Trust, Inc. REIT | | | 38,711 | | | | 673 | | |
CyrusOne, Inc. REIT | | | 14,885 | | | | 1,065 | | |
Empire State Realty Trust, Inc., Class A REIT | | | 96,696 | | | | 1,160 | | |
Equinix, Inc. REIT | | | 3,640 | | | | 2,921 | | |
Exeter Industrial Value Fund, LP (b)(e)(f) | | | 1,860,000 | | | | 129 | | |
Healthcare Trust of America, Inc., Class A REIT | | | 31,170 | | | | 832 | | |
Healthpeak Properties, Inc. REIT | | | 98,832 | | | | 3,290 | | |
Host Hotels & Resorts, Inc. REIT (b) | | | 59,272 | | | | 1,013 | | |
Invitation Homes, Inc. REIT | | | 63,758 | | | | 2,377 | | |
Kilroy Realty Corp. REIT | | | 15,036 | | | | 1,047 | | |
Kimco Realty Corp. REIT | | | 53,799 | | | | 1,122 | | |
Life Storage, Inc. REIT | | | 10,836 | | | | 1,163 | | |
Medical Properties Trust, Inc. REIT | | | 45,812 | | | | 921 | | |
NETSTREIT Corp. REIT | | | 67,506 | | | | 1,557 | | |
Prologis, Inc. REIT | | | 46,255 | | | | 5,529 | | |
Public Storage REIT | | | 15,653 | | | | 4,707 | | |
Retail Properties of America, Inc., Class A REIT | | | 94,342 | | | | 1,080 | | |
RLJ Lodging Trust REIT | | | 30,819 | | | | 469 | | |
RPT Realty REIT | | | 83,804 | | | | 1,088 | | |
Simon Property Group, Inc. REIT | | | 20,838 | | | | 2,719 | | |
UDR, Inc. REIT | | | 60,506 | | | | 2,964 | | |
Ventas, Inc. REIT | | | 31,115 | | | | 1,777 | | |
VICI Properties, Inc. REIT | | | 82,016 | | | | 2,544 | | |
Welltower, Inc. REIT | | | 52,673 | | | | 4,377 | | |
| | | 56,974 | | |
Total Common Stocks (Cost $65,804) | | | 98,616 | | |
Short-Term Investments (1.9%) | |
Securities held as Collateral on Loaned Securities (1.2%) | |
Investment Company (1.0%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) | | | 1,006,930 | | | | 1,007 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.2%) | |
HSBC Securities USA, Inc. (0.05%, dated 6/30/21, due 7/1/21; proceeds $47; fully collateralized by a U.S. Government obligation; 0.00% due 2/15/23; valued at $48) | | $ | 47,407 | | | | 47 | | |
Merrill Lynch & Co., Inc. (0.05%, dated 6/30/21, due 7/1/21; proceeds $133; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 12/30/21 - 8/15/43; valued at $135) | | | 132,740 | | | | 133 | | |
| | | 180 | | |
Total Securities held as Collateral on Loaned Securities (Cost $1,187) | | | 1,187 | | |
| | Shares | | Value (000) | |
Investment Company (0.7%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $691) | | | 690,926 | | | $ | 691 | | |
Total Short-Term Investments (Cost $1,878) | | | 1,878 | | |
Total Investments (101.7%) (Cost $67,682) Including $2,096 of Securities Loaned (g) | | | 100,494 | | |
Liabilities in Excess of Other Assets (–1.7%) | | | (1,649 | ) | |
Net Assets (100.0%) | | $ | 98,845 | | |
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) All or a portion of this security was on loan at June 30, 2021.
(d) Amount is less than 0.05%.
(e) At June 30, 2021, the Fund held fair valued securities valued at approximately $147,000, representing 0.1% of net assets. These securities have been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(f) Restricted security valued at fair value and not registered under the Securities Act of 1933. Exeter Industrial Value Fund, LP was acquired between 11/07 - 4/11 and has a current cost basis of $0. At June 30, 2021, this security had an aggregate market value of approximately $129,000, representing 0.1% of net assets.
(g) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $33,087,000 and the aggregate gross unrealized depreciation is approximately $275,000, resulting in net unrealized appreciation of approximately $32,812,000.
ADR | | American Depositary Receipt. | |
CVA | | Certificaten Van Aandelen. | |
REIT | | Real Estate Investment Trust. | |
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Diversified | | | 22.2 | % | |
Residential | | | 15.5 | | |
Retail | | | 15.2 | | |
Office | | | 11.5 | | |
Health Care | | | 11.3 | | |
Industrial | | | 10.8 | | |
Other** | | | 7.5 | | |
Self Storage | | | 6.0 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2021.
** 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, 2021 (unaudited)
Global Real Estate Portfolio
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $65,984) | | $ | 98,796 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $1,698) | | | 1,698 | | |
Total Investments in Securities, at Value (Cost $67,682) | | | 100,494 | | |
Foreign Currency, at Value (Cost $343) | | | 340 | | |
Cash from Securities Lending | | | 34 | | |
Receivable for Investments Sold | | | 1,723 | | |
Dividends Receivable | | | 340 | | |
Tax Reclaim Receivable | | | 119 | | |
Receivable for Fund Shares Sold | | | 8 | | |
Receivable from Affiliate | | | — | @ | |
Receivable from Securities Lending Income | | | — | @ | |
Other Assets | | | 150 | | |
Total Assets | | | 103,208 | | |
Liabilities: | |
Payable for Investments Purchased | | | 2,363 | | |
Collateral on Securities Loaned, at Value | | | 1,221 | | |
Deferred Capital Gain Country Tax | | | 241 | | |
Payable for Advisory Fees | | | 199 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 76 | | |
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 | | | 56 | | |
Payable for Professional Fees | | | 43 | | |
Payable for Fund Shares Redeemed | | | 31 | | |
Payable for Transfer Agency Fees — Class I | | | 3 | | |
Payable for Transfer Agency Fees — Class A | | | 4 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | 1 | | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Payable for Administration Fees | | | 8 | | |
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 | | | 114 | | |
Total Liabilities | | | 4,363 | | |
Net Assets | | $ | 98,845 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 35,024 | | |
Total Distributable Earnings | | | 63,821 | | |
Net Assets | | $ | 98,845 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Global Real Estate Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 64,134 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 6,705,153 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.56 | | |
CLASS A: | |
Net Assets | | $ | 4,027 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 422,269 | | |
Net Asset Value, Redemption Price Per Share | | $ | 9.54 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.53 | | |
Maximum Offering Price Per Share | | $ | 10.07 | | |
CLASS L: | |
Net Assets | | $ | 602 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 63,770 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.44 | | |
CLASS C: | |
Net Assets | | $ | 393 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 42,645 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.22 | | |
CLASS IS: | |
Net Assets | | $ | 29,679 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,104,657 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.56 | | |
CLASS IR: | |
Net Assets | | $ | 10 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,019 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.56 | | |
(1) Including: Securities on Loan, at Value: | | $ | 2,096 | | |
@ 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, 2021 (unaudited)
Global Real Estate Portfolio
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $86 of Foreign Taxes Withheld) | | $ | 2,726 | | |
Income from Securities Loaned — Net | | | 7 | | |
Non-Cash Dividends from Securities of Unaffiliated Issuers | | | 471 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 3,204 | | |
Expenses: | |
Advisory Fees (Note B) | | | 848 | | |
Administration Fees (Note C) | | | 85 | | |
Professional Fees | | | 59 | | |
Custodian Fees (Note F) | | | 58 | | |
Registration Fees | | | 32 | | |
Shareholder Reporting Fees | | | 21 | | |
Transfer Agency Fees — Class I (Note E) | | | 4 | | |
Transfer Agency Fees — Class A (Note E) | | | 10 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Sub Transfer Agency Fees — Class I | | | 14 | | |
Sub Transfer Agency Fees — Class A | | | 1 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Shareholder Services Fees — Class A (Note D) | | | 5 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 2 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 2 | | |
Pricing Fees | | | 5 | | |
Directors' Fees and Expenses | | | 4 | | |
Interest Expenses | | | 10 | | |
Other Expenses | | | 12 | | |
Total Expenses | | | 1,176 | | |
Waiver of Advisory Fees (Note B) | | | (125 | ) | |
Reimbursement of Class Specific Expenses — Class A (Note B) | | | (9 | ) | |
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 IS (Note B) | | | (1 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (1 | ) | |
Net Expenses | | | 1,037 | | |
Net Investment Income | | | 2,167 | | |
Realized Gain (Loss): | |
Investments Sold (Net of $27 of Capital Gain Country Tax) | | | 73,299 | | |
Foreign Currency Translation | | | (36 | ) | |
Net Realized Gain | | | 73,263 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $19) | | | (44,418 | ) | |
Foreign Currency Translation | | | (14 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (44,432 | ) | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 28,831 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 30,998 | | |
@ 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, 2021
Global Real Estate Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 2,167 | | | $ | 7,773 | | |
Net Realized Gain (Loss) | | | 73,263 | | | | (9,935 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | (44,432 | ) | | | (97,678 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 30,998 | | | | (99,840 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (2,017 | ) | |
Class A | | | — | | | | (84 | ) | |
Class L | | | — | | | | (7 | ) | |
Class C | | | — | | | | (2 | ) | |
Class IS | | | — | | | | (5,319 | ) | |
Class IR | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (7,429 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 2,413 | | | | 32,011 | | |
Distributions Reinvested | | | — | | | | 1,893 | | |
Redeemed | | | (35,784 | ) | | | (227,702 | ) | |
Class A: | |
Subscribed | | | 300 | | | | 340 | | |
Distributions Reinvested | | | — | | | | 84 | | |
Redeemed | | | (1,130 | ) | | | (4,343 | ) | |
Class L: | |
Exchanged | | | — | | | | 101 | | |
Distributions Reinvested | | | — | | | | 7 | | |
Redeemed | | | — | | | | (723 | ) | |
Class C: | |
Subscribed | | | 288 | | | | — | | |
Distributions Reinvested | | | — | | | | 2 | | |
Redeemed | | | (185 | ) | | | (99 | ) | |
Class IS: | |
Subscribed | | | 2,936 | | | | 44,467 | | |
Distributions Reinvested | | | — | | | | 5,311 | | |
Redeemed | | | (209,036 | ) | | | (122,338 | ) | |
Class IR: | |
Distributions Reinvested | | | — | | | | — | @ | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (240,198 | ) | | | (270,989 | ) | |
Total Decrease in Net Assets | | | (209,200 | ) | | | (378,258 | ) | |
Net Assets: | |
Beginning of Period | | | 308,045 | | | | 686,303 | | |
End of Period | | $ | 98,845 | | | $ | 308,045 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Global Real Estate Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 272 | | | | 4,347 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 229 | | |
Shares Redeemed | | | (3,846 | ) | | | (27,050 | ) | |
Net Decrease in Class I Shares Outstanding | | | (3,574 | ) | | | (22,474 | ) | |
Class A: | |
Shares Subscribed | | | 32 | | | | 43 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 10 | | |
Shares Redeemed | | | (133 | ) | | | (619 | ) | |
Net Decrease in Class A Shares Outstanding | | | (101 | ) | | | (566 | ) | |
Class L: | |
Shares Exchanged | | | — | | | | 15 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | — | | | | (98 | ) | |
Net Decrease in Class L Shares Outstanding | | | — | | | | (82 | ) | |
Class C: | |
Shares Subscribed | | | 35 | | | | — | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (20 | ) | | | (13 | ) | |
Net Increase (Decrease) in Class C Shares Outstanding | | | 15 | | | | (13 | ) | |
Class IS: | |
Shares Subscribed | | | 349 | | | | 6,252 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 643 | | |
Shares Redeemed | | | (23,679 | ) | | | (15,958 | ) | |
Net Decrease in Class IS Shares Outstanding | | | (23,330 | ) | | | (9,063 | ) | |
Class IR: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
@ 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, 2021
Financial Highlights
Global Real Estate Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 8.26 | | | $ | 9.87 | | | $ | 9.19 | | | $ | 11.13 | | | $ | 10.76 | | | $ | 10.80 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.10 | | | | 0.15 | | | | 0.24 | | | | 0.27 | | | | 0.25 | | | | 0.21 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.20 | | | | (1.57 | ) | | | 1.43 | | | | (1.11 | ) | | | 0.80 | | | | 0.15 | | |
Total from Investment Operations | | | 1.30 | | | | (1.42 | ) | | | 1.67 | | | | (0.84 | ) | | | 1.05 | | | | 0.36 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.11 | ) | | | (0.54 | ) | | | (0.51 | ) | | | (0.15 | ) | | | (0.34 | ) | |
Net Realized Gain | | | — | | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | | | (0.53 | ) | | | (0.04 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.02 | ) | |
Total Distributions | | | — | | | | (0.19 | ) | | | (0.99 | ) | | | (1.10 | ) | | | (0.68 | ) | | | (0.40 | ) | |
Net Asset Value, End of Period | | $ | 9.56 | | | $ | 8.26 | | | $ | 9.87 | | | $ | 9.19 | | | $ | 11.13 | | | $ | 10.76 | | |
Total Return(3) | | | 15.86 | %(8) | | | (14.33 | )% | | | 18.35 | % | | | (7.92 | )% | | | 9.73 | % | | | 3.42 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 64,134 | | | $ | 84,874 | | | $ | 323,386 | | | $ | 361,680 | | | $ | 553,319 | | | $ | 471,790 | | |
Ratio of Expenses Before Expense Limitation | | | 1.12 | %(9) | | | 1.20 | % | | | 1.05 | % | | | 1.10 | % | | | 1.07 | % | | | 1.04 | % | |
Ratio of Expenses After Expense Limitation | | | 1.00 | %(4)(9) | | | 1.01 | %(4)(6) | | | 1.00 | %(4) | | | 1.03 | %(4)(5) | | | 1.05 | %(4) | | | 1.04 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.98 | %(4)(9) | | | 1.00 | %(4) | | | 1.00 | %(4) | | | 1.03 | %(4) | | | 1.05 | %(4) | | | N/A | | |
Ratio of Net Investment Income | | | 2.20 | %(4)(9) | | | 1.86 | %(4) | | | 2.36 | %(4) | | | 2.54 | %(4) | | | 2.20 | %(4) | | | 1.88 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 77 | %(8) | | | 51 | % | | | 24 | % | | | 38 | % | | | 39 | % | | | 26 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation would have been less than 0.005% higher and the Ratio of Net Investment Income would have been less than 0.005% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.00% for Class I shares. Prior to July 1,2018, the maximum ratio was 1.05% for Class I shares.
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Real Estate Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 8.25 | | | $ | 9.85 | | | $ | 9.17 | | | $ | 11.10 | | | $ | 10.71 | | | $ | 10.74 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.08 | | | | 0.13 | | | | 0.21 | | | | 0.23 | | | | 0.17 | | | | 0.17 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.21 | | | | (1.58 | ) | | | 1.41 | | | | (1.10 | ) | | | 0.84 | | | | 0.16 | | |
Total from Investment Operations | | | 1.29 | | | | (1.45 | ) | | | 1.62 | | | | (0.87 | ) | | | 1.01 | | | | 0.33 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.07 | ) | | | (0.49 | ) | | | (0.47 | ) | | | (0.09 | ) | | | (0.30 | ) | |
Net Realized Gain | | | — | | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | | | (0.53 | ) | | | (0.04 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.02 | ) | |
Total Distributions | | | — | | | | (0.15 | ) | | | (0.94 | ) | | | (1.06 | ) | | | (0.62 | ) | | | (0.36 | ) | |
Net Asset Value, End of Period | | $ | 9.54 | | | $ | 8.25 | | | $ | 9.85 | | | $ | 9.17 | | | $ | 11.10 | | | $ | 10.71 | | |
Total Return(3) | | | 15.64 | %(8) | | | (14.65 | )% | | | 17.90 | % | | | (8.19 | )% | | | 9.44 | % | | | 3.12 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,027 | | | $ | 4,316 | | | $ | 10,728 | | | $ | 12,775 | | | $ | 17,701 | | | $ | 92,730 | | |
Ratio of Expenses Before Expense Limitation | | | 1.94 | %(9) | | | 1.90 | % | | | 1.37 | % | | | 1.39 | % | | | N/A | | | | 1.36 | % | |
Ratio of Expenses After Expense Limitation | | | 1.37 | %(4)(6)(9) | | | 1.36 | %(4)(6) | | | 1.35 | %(4) | | | 1.38 | %(4)(5) | | | 1.35 | %(4) | | | 1.35 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.35 | %(4)(9) | | | 1.35 | %(4) | | | 1.35 | %(4) | | | 1.38 | %(4) | | | 1.35 | %(4) | | | N/A | | |
Ratio of Net Investment Income | | | 1.84 | %(4)(9) | | | 1.63 | %(4) | | | 2.00 | %(4) | | | 2.18 | %(4) | | | 1.55 | %(4) | | | 1.51 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 77 | %(8) | | | 51 | % | | | 24 | % | | | 38 | % | | | 39 | % | | | 26 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation would have been 0.01% higher and the Ratio of Net Investment Income would have been 0.01% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.35% for Class A shares. Prior to July 1,2018, the maximum ratio was 1.40% for Class A shares.
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Real Estate Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 8.18 | | | $ | 9.75 | | | $ | 9.09 | | | $ | 11.01 | | | $ | 10.64 | | | $ | 10.61 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.06 | | | | 0.08 | | | | 0.16 | | | | 0.17 | | | | 0.14 | | | | 0.12 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.20 | | | | (1.56 | ) | | | 1.40 | | | | (1.09 | ) | | | 0.81 | | | | 0.16 | | |
Total from Investment Operations | | | 1.26 | | | | (1.48 | ) | | | 1.56 | | | | (0.92 | ) | | | 0.95 | | | | 0.28 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.45 | ) | | | (0.41 | ) | | | (0.05 | ) | | | (0.19 | ) | |
Net Realized Gain | | | — | | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | | | (0.53 | ) | | | (0.04 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.02 | ) | |
Total Distributions | | | — | | | | (0.09 | ) | | | (0.90 | ) | | | (1.00 | ) | | | (0.58 | ) | | | (0.25 | ) | |
Net Asset Value, End of Period | | $ | 9.44 | | | $ | 8.18 | | | $ | 9.75 | | | $ | 9.09 | | | $ | 11.01 | | | $ | 10.64 | | |
Total Return(3) | | | 15.40 | %(8) | | | (15.17 | )% | | | 17.37 | % | | | (8.74 | )% | | | 8.89 | % | | | 2.65 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 602 | | | $ | 522 | | | $ | 1,419 | | | $ | 1,220 | | | $ | 1,344 | | | $ | 1,483 | | |
Ratio of Expenses Before Expense Limitation | | | 2.20 | %(9) | | | 2.08 | % | | | 1.91 | % | | | 2.02 | % | | | 1.93 | % | | | 1.82 | % | |
Ratio of Expenses After Expense Limitation | | | 1.87 | %(4)(6)(9) | | | 1.86 | %(4)(6) | | | 1.85 | %(4) | | | 1.88 | %(4)(5) | | | 1.90 | %(4) | | | 1.82 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.85 | %(4)(9) | | | 1.85 | %(4) | | | 1.85 | %(4) | | | 1.88 | %(4) | | | 1.90 | %(4) | | | N/A | | |
Ratio of Net Investment Income | | | 1.43 | %(4)(9) | | | 1.07 | %(4) | | | 1.54 | %(4) | | | 1.64 | %(4) | | | 1.32 | %(4) | | | 1.07 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 77 | %(8) | | | 51 | % | | | 24 | % | | �� | 38 | % | | | 39 | % | | | 26 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation would have been less than 0.005% higher and the Ratio of Net Investment Income would have been less than 0.005% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.85% for Class L shares. Prior to July 1,2018, the maximum ratio was 1.90% for Class L shares.
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Real Estate Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 8.01 | | | $ | 9.56 | | | $ | 8.92 | | | $ | 10.83 | | | $ | 10.49 | | | $ | 10.56 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.06 | | | | 0.08 | | | | 0.13 | | | | 0.16 | | | | 0.12 | | | | 0.08 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.15 | | | | (1.54 | ) | | | 1.37 | | | | (1.09 | ) | | | 0.78 | | | | 0.16 | | |
Total from Investment Operations | | | 1.21 | | | | (1.46 | ) | | | 1.50 | | | | (0.93 | ) | | | 0.90 | | | | 0.24 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.41 | ) | | | (0.39 | ) | | | (0.03 | ) | | | (0.25 | ) | |
Net Realized Gain | | | — | | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | | | (0.53 | ) | | | (0.04 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.02 | ) | |
Total Distributions | | | — | | | | (0.09 | ) | | | (0.86 | ) | | | (0.98 | ) | | | (0.56 | ) | | | (0.31 | ) | |
Net Asset Value, End of Period | | $ | 9.22 | | | $ | 8.01 | | | $ | 9.56 | | | $ | 8.92 | | | $ | 10.83 | | | $ | 10.49 | | |
Total Return(3) | | | 15.11 | %(8) | | | (15.26 | )% | | | 16.98 | % | | | (8.93 | )% | | | 8.54 | % | | | 2.31 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 393 | | | $ | 225 | | | $ | 397 | | | $ | 428 | | | $ | 327 | | | $ | 305 | | |
Ratio of Expenses Before Expense Limitation | | | 2.60 | %(9) | | | 2.96 | % | | | 2.51 | % | | | 2.47 | % | | | 2.69 | % | | | 2.86 | % | |
Ratio of Expenses After Expense Limitation | | | 2.12 | %(4)(6)(9) | | | 2.11 | %(4)(6) | | | 2.10 | %(4) | | | 2.12 | %(4)(5) | | | 2.15 | %(4) | | | 2.15 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 2.10 | %(4)(9) | | | 2.10 | %(4) | | | 2.10 | %(4) | | | 2.12 | %(4) | | | 2.15 | %(4) | | | N/A | | |
Ratio of Net Investment Income | | | 1.44 | %(4)(9) | | | 1.00 | %(4) | | | 1.26 | %(4) | | | 1.53 | %(4) | | | 1.11 | %(4) | | | 0.75 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 77 | %(8) | | | 51 | % | | | 24 | % | | | 38 | % | | | 39 | % | | | 26 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 2.10% for Class C shares. Prior to July 1, 2018, the maximum ratio was 2.15% for Class C shares.
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Real Estate Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 8.25 | | | $ | 9.87 | | | $ | 9.19 | | | $ | 11.13 | | | $ | 10.76 | | | $ | 10.81 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.08 | | | | 0.17 | | | | 0.25 | | | | 0.28 | | | | 0.25 | | | | 0.22 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.23 | | | | (1.59 | ) | | | 1.43 | | | | (1.11 | ) | | | 0.81 | | | | 0.15 | | |
Total from Investment Operations | | | 1.31 | | | | (1.42 | ) | | | 1.68 | | | | (0.83 | ) | | | 1.06 | | | | 0.37 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.12 | ) | | | (0.55 | ) | | | (0.52 | ) | | | (0.16 | ) | | | (0.36 | ) | |
Net Realized Gain | | | — | | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | | | (0.53 | ) | | | (0.04 | ) | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.02 | ) | |
Total Distributions | | | — | | | | (0.20 | ) | | | (1.00 | ) | | | (1.11 | ) | | | (0.69 | ) | | | (0.42 | ) | |
Net Asset Value, End of Period | | $ | 9.56 | | | $ | 8.25 | | | $ | 9.87 | | | $ | 9.19 | | | $ | 11.13 | | | $ | 10.76 | | |
Total Return(3) | | | 15.88 | %(8) | | | (14.36 | )% | | | 18.43 | % | | | (7.83 | )% | | | 9.80 | % | | | 3.45 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 29,679 | | | $ | 218,100 | | | $ | 350,363 | | | $ | 517,658 | | | $ | 1,049,646 | | | $ | 1,255,498 | | |
Ratio of Expenses Before Expense Limitation | | | 1.07 | %(9) | | | 1.01 | % | | | 0.94 | % | | | N/A | | | | N/A | | | | 0.97 | % | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(4)(6)(9) | | | 0.95 | %(4)(6) | | | 0.94 | %(4) | | | 0.95 | %(4)(5) | | | 0.97 | %(4) | | | 0.96 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.94 | %(4)(9) | | | 0.94 | %(4) | | | 0.94 | %(4) | | | 0.95 | %(4) | | | 0.97 | %(4) | | | N/A | | |
Ratio of Net Investment Income | | | 1.91 | %(4)(9) | | | 2.21 | %(4) | | | 2.41 | %(4) | | | 2.58 | %(4) | | | 2.26 | %(4) | | | 2.01 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 77 | %(8) | | | 51 | % | | | 24 | % | | | 38 | % | | | 39 | % | | | 26 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation would have been 0.01% higher and the Ratio of Net Investment Income would have been 0.01% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.94% for Class IS shares. Prior to July 1, 2018, the maximum ratio was 0.99% for Class IS shares.
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Real Estate Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 8.25 | | | $ | 9.87 | | | $ | 9.19 | | | $ | 11.09 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.10 | | | | 0.18 | | | | 0.25 | | | | 0.23 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.21 | | | | (1.60 | ) | | | 1.43 | | | | (1.02 | ) | |
Total from Investment Operations | | | 1.31 | | | | (1.42 | ) | | | 1.68 | | | | (0.79 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.12 | ) | | | (0.55 | ) | | | (0.52 | ) | |
Net Realized Gain | | | — | | | | (0.08 | ) | | | (0.45 | ) | | | (0.59 | ) | |
Total Distributions | | | — | | | | (0.20 | ) | | | (1.00 | ) | | | (1.11 | ) | |
Net Asset Value, End of Period | | $ | 9.56 | | | $ | 8.25 | | | $ | 9.87 | | | $ | 9.19 | | |
Total Return(3) | | | 15.88 | %(8) | | | (14.36 | )% | | | 18.44 | % | | | (7.49 | )%(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 10 | | | $ | 8 | | | $ | 10 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | 20.25 | %(9) | | | 26.07 | % | | | 21.38 | % | | | 18.72 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 0.96 | %(4)(6)(9) | | | 0.95 | %(4)(6) | | | 0.94 | %(4) | | | 0.94 | %(4)(5)(9) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.94 | %(4)(9) | | | 0.94 | %(4) | | | 0.94 | %(4) | | | N/A | | |
Ratio of Net Investment Income | | | 2.36 | %(4)(9) | | | 2.37 | %(4) | | | 2.45 | %(4) | | | 3.94 | %(4)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7)(9) | |
Portfolio Turnover Rate | | | 77 | %(8) | | | 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) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.94% for Class IR shares. Prior to July 1, 2018, the maximum ratio was 0.99% for Class IR shares.
(6) Ratio is above the expense limitation due to interest expenses, which are not included in the determination of the expense limitation. Refer to Footnote B in the Notes to the Financial Statements.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Real Estate Portfolio. The Fund seeks to provide current income and capital appreciation. The Fund has capital subscription commitments to an investee company for this same purpose, the details of which are disclosed in the Unfunded Commitments note.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class IS 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.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available
are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Limited ("MSIM Limited") and Morgan Stanley Investment Management Company ("MSIM Company") (together, the "Sub-Advisers"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or Sub-Advisers determine that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
The Fund invests a significant portion of its assets in securities of real estate investment trusts ("REITs"). The market's perception of prospective declines in private real estate values and other financial assets may result in increased volatility of market prices that can negatively impact the valuation of certain issuers held by the Fund.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement"
("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Diversified | | $ | 22,041 | | | $ | — | | | $ | — | | | $ | 22,041 | | |
Health Care | | | 11,197 | | | | — | | | | — | | | | 11,197 | | |
Industrial | | | 10,561 | | | | — | | | | 129 | | | | 10,690 | | |
Industrial/Office Mixed | | | 863 | | | | — | | | | — | | | | 863 | | |
Lodging/Resorts | | | 3,328 | | | | — | | | | — | | | | 3,328 | | |
Office | | | 11,479 | | | | — | | | | — | | | | 11,479 | | |
Residential | | | 15,350 | | | | — | | | | 18 | | | | 15,368 | | |
Retail | | | 15,114 | | | | — | | | | — | | | | 15,114 | | |
Self Storage | | | 5,992 | | | | — | | | | — | | | | 5,992 | | |
Specialty | | | 2,544 | | | | — | | | | — | | | | 2,544 | | |
Total Common Stocks | | | 98,469 | | | | — | | | | 147 | | | | 98,616 | | |
Short-Term Investments | |
Investment Company | | | 1,698 | | | | — | | | | — | | | | 1,698 | | |
Repurchase Agreements | | | — | | | | 180 | | | | — | | | | 180 | | |
Total Short-Term Investments | | | 1,698 | | | | 180 | | | | — | | | | 1,878 | | |
Total Assets | | $ | 100,167 | | | $ | 180 | | | $ | 147 | | | $ | 100,494 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Common Stocks (000) | |
Beginning Balance | | $ | 144 | | |
Purchases | | | — | | |
Sales | | | — | | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | 3 | | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | 147 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2021 | | $ | 3 | | |
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, 2021. Various valuation techniques were used in the valuation of certain investments and weighted based on the level of significance.
| | Fair Value at June 30, 2021 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
Common Stocks | | $ | 147 | | | Reported Capital balance, adjustments for NAV practical expedient; including adjustments for subsequent Capital Calls, Return of Capital and Significant Market Changes between last Capital Statement and Valuation Date | | Adjusted Capital Balance | | | | | |
| | | | Market Transaction Method | | Transaction Valuation | | $ | 0.001 | | | 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,
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities
transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any 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
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's 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, 2021:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 2,096 | (a) | | $ | — | | | $ | (2,096 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $1,221,000, of which approximately $1,187,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2021, there was uninvested cash of approximately $34,000, which is not reflected in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $1,000,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.
(c) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining
contractual maturity of those transactions as of June 30, 2021:
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 | | $ | 1,221 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,221 | | |
Total Borrowings | | $ | 1,221 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,221 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 1,221 | | |
6. Unfunded Commitments: Subject to the terms of a Subscription Agreement between the Fund and Exeter Industrial Value Fund LP, the Fund has made a subscription commitment of $2,000,000 for which it will receive 2,000,000 shares of common stock. As of June 30, 2021, Exeter Industrial Value Fund LP has drawn down approximately $1,860,000, which represents 93.0% of the commitment.
7. Restricted Securities: The Fund invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Fund may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Fund can sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and the acquirer of the securities. The Fund would, in either case, bear market 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.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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. 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, 2021, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.68% 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 IS shares and 0.94% for Class IR shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time that the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2021, approximately $125,000 of advisory fees were waived and approximately $13,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into Sub-Advisory Agreements with the Sub-Advisers, each a wholly-owned subsidiary of Morgan Stanley. The Sub-Advisers provide the Fund with advisory services subject to the overall supervision of the Adviser and the Company's Officers and Directors. The Adviser pays the Sub-Advisers on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect 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.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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 shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $162,801,000 and $396,514,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 5,325 | | | $ | 32,083 | | | $ | 35,710 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 1,698 | | |
@ 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, 2021, 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.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 4,300 | | | $ | 3,129 | | | $ | 37,385 | | | $ | 26,549 | | |
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 an adjustment to prior period equalization debits, resulted in the following reclassifications among the components of net assets at December 31, 2020:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 2 | | | $ | (2 | ) | |
At December 31, 2020, 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) | |
$ | 9,196 | | | $ | — | | |
At December 31, 2020, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $3,772,000 and $22,797,000, respectively, that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 52.0%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 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, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Advisers
Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGRESAN
3689482 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Global Sustain Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 10 | | |
Notes to Financial Statements | | | 15 | | |
Investment Advisory Agreement Approval | | | 21 | | |
Liquidity Risk Management Program | | | 23 | | |
U.S. Customer Privacy Notice | | | 24 | | |
Director and Officer Information | | | 27 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,086.90 | | | $ | 1,020.33 | | | $ | 4.66 | | | $ | 4.51 | | | | 0.90 | % | |
Global Sustain Portfolio Class A | | | 1,000.00 | | | | 1,085.40 | | | | 1,018.89 | | | | 6.15 | | | | 5.96 | | | | 1.19 | | |
Global Sustain Portfolio Class L | | | 1,000.00 | | | | 1,082.30 | | | | 1,016.12 | | | | 9.04 | | | | 8.75 | | | | 1.75 | | |
Global Sustain Portfolio Class C | | | 1,000.00 | | | | 1,081.60 | | | | 1,015.12 | | | | 10.06 | | | | 9.74 | | | | 1.95 | | |
Global Sustain Portfolio Class IS | | | 1,000.00 | | | | 1,087.50 | | | | 1,020.58 | | | | 4.40 | | | | 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, 2021 (unaudited)
Portfolio of Investments
Global Sustain Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.6%) | |
Canada (3.2%) | |
Constellation Software, Inc. | | | 1,736 | | | $ | 2,629 | | |
France (1.6%) | |
L'Oreal SA (BSRM) | | | 2,829 | | | | 1,261 | | |
Germany (10.6%) | |
Deutsche Boerse AG | | | 5,287 | | | | 923 | | |
Henkel AG & Co., KGaA (Preference) | | | 32,701 | | | | 3,452 | | |
SAP SE | | | 30,211 | | | | 4,257 | | |
| | | 8,632 | | |
Hong Kong (1.7%) | |
AIA Group Ltd. | | | 111,600 | | | | 1,387 | | |
Taiwan (2.6%) | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | | 17,567 | | | | 2,111 | | |
United Kingdom (9.1%) | |
Experian PLC | | | 14,342 | | | | 553 | | |
Prudential PLC | | | 59,987 | | | | 1,140 | | |
Reckitt Benckiser Group PLC | | | 50,745 | | | | 4,490 | | |
RELX PLC (LSE) | | | 43,800 | | | | 1,163 | | |
| | | 7,346 | | |
United States (68.8%) | |
Abbott Laboratories | | | 26,076 | | | | 3,023 | | |
Accenture PLC, Class A | | | 11,779 | | | | 3,472 | | |
Alphabet, Inc., Class A (a) | | | 1,125 | | | | 2,747 | | |
Amphenol Corp., Class A | | | 19,408 | | | | 1,328 | | |
Automatic Data Processing, Inc. | | | 14,602 | | | | 2,900 | | |
Baxter International, Inc. | | | 39,212 | | | | 3,157 | | |
Becton Dickinson & Co. | | | 12,947 | | | | 3,149 | | |
Cerner Corp. | | | 18,035 | | | | 1,410 | | |
Coca-Cola Co. (The) | | | 14,336 | | | | 776 | | |
Danaher Corp. | | | 11,257 | | | | 3,021 | | |
Estee Lauder Cos., Inc. (The), Class A | | | 2,473 | | | | 787 | | |
Factset Research Systems, Inc. | | | 1,107 | | | | 371 | | |
Fidelity National Information Services, Inc. | | | 11,123 | | | | 1,576 | | |
Intercontinental Exchange, Inc. | | | 15,985 | | | | 1,897 | | |
Medtronic PLC | | | 24,245 | | | | 3,009 | | |
Microsoft Corp. | | | 23,289 | | | | 6,309 | | |
Moody's Corp. | | | 1,388 | | | | 503 | | |
NIKE, Inc., Class B | | | 5,549 | | | | 857 | | |
Procter & Gamble Co. (The) | | | 19,693 | | | | 2,657 | | |
Roper Technologies, Inc. | | | 3,594 | | | | 1,690 | | |
Stanley Black & Decker, Inc. | | | 8,203 | | | | 1,681 | | |
Texas Instruments, Inc. | | | 6,760 | | | | 1,300 | | |
Thermo Fisher Scientific, Inc. | | | 5,457 | | | | 2,753 | | |
Visa, Inc., Class A | | | 19,096 | | | | 4,465 | | |
Zoetis, Inc. | | | 4,834 | | | | 901 | | |
| | | 55,739 | | |
Total Common Stocks (Cost $63,049) | | | 79,105 | | |
| | Shares | | Value (000) | |
Short-Term Investment (2.5%) | |
Investment Company (2.5%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $2,002) | | | 2,002,383 | | | $ | 2,002 | | |
Total Investments (100.1%) (Cost $65,051) (b) | | | 81,107 | | |
Liabilities in Excess of Other Assets (–0.1%) | | | (69 | ) | |
Net Assets (100.0%) | | $ | 81,038 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for the book purposes. The aggregate gross unrealized appreciation is approximately $16,124,000 and the aggregate gross unrealized depreciation is approximately $68,000, resulting in net unrealized appreciation of approximately $16,056,000.
ADR American Depositary Receipt.
LSE London Stock Exchange.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 36.4 | % | |
Health Care Equipment & Supplies | | | 18.9 | | |
Software | | | 16.3 | | |
Information Technology Services | | | 15.3 | | |
Household Products | | | 13.1 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $63,049) | | $ | 79,105 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $2,002) | | | 2,002 | | |
Total Investments in Securities, at Value (Cost $65,051) | | | 81,107 | | |
Foreign Currency, at Value (Cost $1) | | | 1 | | |
Receivable for Fund Shares Sold | | | 75 | | |
Receivable for Investments Sold | | | 72 | | |
Dividends Receivable | | | 70 | | |
Tax Reclaim Receivable | | | 38 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 56 | | |
Total Assets | | | 81,419 | | |
Liabilities: | |
Payable for Investments Purchased | | | 140 | | |
Payable for Fund Shares Redeemed | | | 95 | | |
Payable for Advisory Fees | | | 84 | | |
Payable for Professional Fees | | | 38 | | |
Payable for Custodian Fees | | | 8 | | |
Payable for Shareholder Services Fees — Class A | | | 2 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 4 | | |
Payable for Administration Fees | | | 5 | | |
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 IS | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Other Liabilities | | | 4 | | |
Total Liabilities | | | 381 | | |
Net Assets | | $ | 81,038 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 64,027 | | |
Total Distributable Earnings | | | 17,011 | | |
Net Assets | | $ | 81,038 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 53,556 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,972,971 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 18.01 | | |
CLASS A: | |
Net Assets | | $ | 8,080 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 450,782 | | |
Net Asset Value, Redemption Price Per Share | | $ | 17.92 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.99 | | |
Maximum Offering Price Per Share | | $ | 18.91 | | |
CLASS L: | |
Net Assets | | $ | 1,564 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 88,726 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.62 | | |
CLASS C: | |
Net Assets | | $ | 4,488 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 260,373 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.24 | | |
CLASS IS: | |
Net Assets | | $ | 13,350 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 740,976 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 18.02 | | |
@ 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, 2021 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $28 of Foreign Taxes Withheld) | | $ | 661 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 661 | | |
Expenses: | |
Advisory Fees (Note B) | | | 239 | | |
Professional Fees | | | 56 | | |
Shareholder Services Fees — Class A (Note D) | | | 8 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 6 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 21 | | |
Administration Fees (Note C) | | | 27 | | |
Registration Fees | | | 25 | | |
Sub Transfer Agency Fees — Class I | | | 14 | | |
Sub Transfer Agency Fees — Class A | | | 2 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 1 | | |
Custodian Fees (Note F) | | | 12 | | |
Shareholder Reporting Fees | | | 7 | | |
Transfer Agency Fees — Class I (Note E) | | | 1 | | |
Transfer Agency Fees — Class A (Note E) | | | 1 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 3 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 6 | | |
Total Expenses | | | 433 | | |
Waiver of Advisory Fees (Note B) | | | (85 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (4 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (— | @) | |
Reimbursement of Class Specific Expenses — Class IS (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (1 | ) | |
Net Expenses | | | 342 | | |
Net Investment Income | | | 319 | | |
Realized Gain: | |
Investments Sold | | | 738 | | |
Foreign Currency Translation | | | 8 | | |
Net Realized Gain | | | 746 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 4,737 | | |
Foreign Currency Translation | | | (1 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 4,736 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 5,482 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 5,801 | | |
@ 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, 2021
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 319 | | | $ | 153 | | |
Net Realized Gain | | | 746 | | | | 1,121 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 4,736 | | | | 5,686 | | |
Net Increase in Net Assets Resulting from Operations | | | 5,801 | | | | 6,960 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (849 | ) | |
Class A | | | — | | | | (94 | ) | |
Class L | | | — | | | | (32 | ) | |
Class C | | | — | | | | (81 | ) | |
Class IS | | | — | | | | (234 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (1,290 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 18,690 | | | | 22,492 | | |
Distributions Reinvested | | | — | | | | 849 | | |
Redeemed | | | (2,913 | ) | | | (7,634 | ) | |
Class A: | |
Subscribed | | | 3,140 | | | | 2,257 | | |
Distributions Reinvested | | | — | | | | 94 | | |
Redeemed | | | (464 | ) | | | (857 | ) | |
Class L: | |
Exchanged | | | 91 | | | | 34 | | |
Distributions Reinvested | | | — | | | | 32 | | |
Redeemed | | | (94 | ) | | | (220 | ) | |
Class C: | |
Subscribed | | | 1,016 | | | | 776 | | |
Distributions Reinvested | | | — | | | | 81 | | |
Redeemed | | | (462 | ) | | | (540 | ) | |
Class IS: | |
Subscribed | | | 3,000 | | | | 501 | | |
Distributions Reinvested | | | — | | | | 234 | | |
Redeemed | | | (— | @) | | | (— | @) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 22,004 | | | | 18,099 | | |
Total Increase in Net Assets | | | 27,805 | | | | 23,769 | | |
Net Assets: | |
Beginning of Period | | | 53,233 | | | | 29,464 | | |
End of Period | | $ | 81,038 | | | $ | 53,233 | | |
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 1,088 | | | | 1,528 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 52 | | |
Shares Redeemed | | | (169 | ) | | | (532 | ) | |
Net Increase in Class I Shares Outstanding | | | 919 | | | | 1,048 | | |
Class A: | |
Shares Subscribed | | | 185 | | | | 148 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 6 | | |
Shares Redeemed | | | (27 | ) | | | (63 | ) | |
Net Increase in Class A Shares Outstanding | | | 158 | | | | 91 | | |
Class L: | |
Shares Exchanged | | | 5 | | | | 2 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2 | | |
Shares Redeemed | | | (5 | ) | | | (15 | ) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | — | @@ | | | (11 | ) | |
Class C: | |
Shares Subscribed | | | 62 | | | | 54 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 5 | | |
Shares Redeemed | | | (27 | ) | | | (36 | ) | |
Net Increase in Class C Shares Outstanding | | | 35 | | | | 23 | | |
Class IS: | |
Shares Subscribed | | | 179 | | | | 40 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 14 | | |
Shares Redeemed | | | (— | @@) | | | (— | @@) | |
Net Increase in Class IS Shares Outstanding | | | 179 | | | | 54 | | |
@ 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, 2021
Financial Highlights
Global Sustain Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 16.57 | | | $ | 14.66 | | | $ | 11.58 | | | $ | 12.47 | | | $ | 10.81 | | | $ | 11.43 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.09 | | | | 0.08 | | | | 0.09 | | | | 0.12 | | | | 0.13 | | | | 0.17 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.35 | | | | 2.25 | | | | 3.38 | | | | (0.04 | ) | | | 2.35 | | | | 0.29 | | |
Total from Investment Operations | | | 1.44 | | | | 2.33 | | | | 3.47 | | | | 0.08 | | | | 2.48 | | | | 0.46 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.06 | ) | | | (0.08 | ) | | | (0.07 | ) | | | (0.13 | ) | | | (0.20 | ) | |
Net Realized Gain | | | — | | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | | | (0.69 | ) | | | (0.88 | ) | |
Total Distributions | | | — | | | | (0.42 | ) | | | (0.39 | ) | | | (0.97 | ) | | | (0.82 | ) | | | (1.08 | ) | |
Net Asset Value, End of Period | | $ | 18.01 | | | $ | 16.57 | | | $ | 14.66 | | | $ | 11.58 | | | $ | 12.47 | | | $ | 10.81 | | |
Total Return(3) | | | 8.69 | %(7) | | | 15.96 | % | | | 30.03 | % | | | 0.60 | % | | | 22.86 | % | | | 4.20 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 53,556 | | | $ | 34,042 | | | $ | 14,756 | | | $ | 5,891 | | | $ | 5,334 | | | $ | 3,993 | | |
Ratio of Expenses Before Expense Limitation | | | 1.17 | %(8) | | | 1.45 | % | | | 1.92 | % | | | 2.86 | % | | | 3.54 | % | | | 2.45 | % | |
Ratio of Expenses After Expense Limitation | | | 0.90 | %(4)(8) | | | 0.90 | %(4) | | | 0.90 | %(4) | | | 0.93 | %(4)(5) | | | 1.00 | %(4) | | | 0.99 | %(4) | |
Ratio of Net Investment Income | | | 1.04 | %(4)(8) | | | 0.52 | %(4) | | | 0.68 | %(4) | | | 0.97 | %(4) | | | 1.10 | %(4) | | | 1.46 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 8 | %(7) | | | 20 | % | | | 14 | % | | | 76 | % | | | 39 | % | | | 35 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective April 30, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.90% for Class I shares. Prior to April 30, 2018, the maximum ratio was 1.00% for Class I shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Sustain Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 16.51 | | | $ | 14.62 | | | $ | 11.56 | | | $ | 12.44 | | | $ | 10.79 | | | $ | 11.40 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.06 | | | | 0.03 | | | | 0.05 | | | | 0.07 | | | | 0.08 | | | | 0.11 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.35 | | | | 2.23 | | | | 3.36 | | | | (0.03 | ) | | | 2.35 | | | | 0.32 | | |
Total from Investment Operations | | | 1.41 | | | | 2.26 | | | | 3.41 | | | | 0.04 | | | | 2.43 | | | | 0.43 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.04 | ) | | | (0.02 | ) | | | (0.09 | ) | | | (0.16 | ) | |
Net Realized Gain | | | — | | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | | | (0.69 | ) | | | (0.88 | ) | |
Total Distributions | | | — | | | | (0.37 | ) | | | (0.35 | ) | | | (0.92 | ) | | | (0.78 | ) | | | (1.04 | ) | |
Net Asset Value, End of Period | | $ | 17.92 | | | $ | 16.51 | | | $ | 14.62 | | | $ | 11.56 | | | $ | 12.44 | | | $ | 10.79 | | |
Total Return(3) | | | 8.54 | %(7) | | | 15.53 | % | | | 29.53 | % | | | 0.26 | % | | | 22.45 | % | | | 3.83 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 8,080 | | | $ | 4,839 | | | $ | 2,949 | | | $ | 1,872 | | | $ | 2,243 | | | $ | 2,182 | | |
Ratio of Expenses Before Expense Limitation | | | 1.44 | %(8) | | | 1.76 | % | | | 2.25 | % | | | 3.21 | % | | | 3.90 | % | | | 2.85 | % | |
Ratio of Expenses After Expense Limitation | | | 1.19 | %(4)(8) | | | 1.24 | %(4) | | | 1.25 | %(4) | | | 1.28 | %(4)(5) | | | 1.35 | %(4) | | | 1.33 | %(4) | |
Ratio of Net Investment Income | | | 0.73 | %(4)(8) | | | 0.17 | %(4) | | | 0.35 | %(4) | | | 0.57 | %(4) | | | 0.66 | %(4) | | | 0.98 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 8 | %(7) | | | 20 | % | | | 14 | % | | | 76 | % | | | 39 | % | | | 35 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective April 30, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.25% for Class A shares. Prior to April 30, 2018, the maximum ratio was 1.35% for Class A shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Sustain Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 16.28 | | | $ | 14.48 | | | $ | 11.47 | | | $ | 12.41 | | | $ | 10.76 | | | $ | 11.37 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | 0.01 | | | | (0.05 | ) | | | (0.01 | ) | | | 0.01 | | | | 0.03 | | | | 0.06 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.33 | | | | 2.21 | | | | 3.33 | | | | (0.04 | ) | | | 2.32 | | | | 0.31 | | |
Total from Investment Operations | | | 1.34 | | | | 2.16 | | | | 3.32 | | | | (0.03 | ) | | | 2.35 | | | | 0.37 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.01 | ) | | | (0.01 | ) | | | (0.10 | ) | |
Net Realized Gain | | | — | | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | | | (0.69 | ) | | | (0.88 | ) | |
Total Distributions | | | — | | | | (0.36 | ) | | | (0.31 | ) | | | (0.91 | ) | | | (0.70 | ) | | | (0.98 | ) | |
Net Asset Value, End of Period | | $ | 17.62 | | | $ | 16.28 | | | $ | 14.48 | | | $ | 11.47 | | | $ | 12.41 | | | $ | 10.76 | | |
Total Return(3) | | | 8.23 | %(7) | | | 14.97 | % | | | 28.87 | % | | | (0.25 | )% | | | 21.80 | % | | | 3.31 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,564 | | | $ | 1,441 | | | $ | 1,437 | | | $ | 1,365 | | | $ | 1,611 | | | $ | 2,194 | | |
Ratio of Expenses Before Expense Limitation | | | 2.02 | %(8) | | | 2.32 | % | | | 2.77 | % | | | 3.73 | % | | | 4.39 | % | | | 3.35 | % | |
Ratio of Expenses After Expense Limitation | | | 1.75 | %(4)(8) | | | 1.75 | %(4) | | | 1.75 | %(4) | | | 1.78 | %(4)(5) | | | 1.85 | %(4) | | | 1.81 | %(4) | |
Ratio of Net Investment Income (Loss) | | | 0.18 | %(4)(8) | | | (0.33 | )%(4) | | | (0.09 | )%(4) | | | 0.04 | %(4) | | | 0.24 | %(4) | | | 0.52 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 8 | %(7) | | | 20 | % | | | 14 | % | | | 76 | % | | | 39 | % | | | 35 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) 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.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Sustain Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 15.94 | | | $ | 14.22 | | | $ | 11.30 | | | $ | 12.26 | | | $ | 10.67 | | | $ | 11.30 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.00 | )(3) | | | (0.08 | ) | | | (0.05 | ) | | | (0.03 | ) | | | (0.01 | ) | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.30 | | | | 2.16 | | | | 3.28 | | | | (0.02 | ) | | | 2.30 | | | | 0.32 | | |
Total from Investment Operations | | | 1.30 | | | | 2.08 | | | | 3.23 | | | | (0.05 | ) | | | 2.29 | | | | 0.34 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | (0.01 | ) | | | (0.01 | ) | | | (0.09 | ) | |
Net Realized Gain | | | — | | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | | | (0.69 | ) | | | (0.88 | ) | |
Total Distributions | | | — | | | | (0.36 | ) | | | (0.31 | ) | | | (0.91 | ) | | | (0.70 | ) | | | (0.97 | ) | |
Net Asset Value, End of Period | | $ | 17.24 | | | $ | 15.94 | | | $ | 14.22 | | | $ | 11.30 | | | $ | 12.26 | | | $ | 10.67 | | |
Total Return(4) | | | 8.16 | %(8) | | | 14.68 | % | | | 28.63 | % | | | (0.50 | )% | | | 21.46 | % | | | 3.06 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,488 | | | $ | 3,594 | | | $ | 2,872 | | | $ | 1,846 | | | $ | 1,430 | | | $ | 819 | | |
Ratio of Expenses Before Expense Limitation | | | 2.21 | %(9) | | | 2.51 | % | | | 2.97 | % | | | 4.00 | % | | | 4.71 | % | | | 3.83 | % | |
Ratio of Expenses After Expense Limitation | | | 1.95 | %(5)(9) | | | 1.99 | %(5) | | | 1.98 | %(5) | | | 2.02 | %(5)(6) | | | 2.10 | %(5) | | | 2.10 | %(5) | |
Ratio of Net Investment Income (Loss) | | | (0.02 | )%(5)(9) | | | (0.56 | )%(5) | | | (0.38 | )%(5) | | | (0.24 | )%(5) | | | (0.06 | )%(5) | | | 0.17 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 8 | %(8) | | | 20 | % | | | 14 | % | | | 76 | % | | | 39 | % | | | 35 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) 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%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Global Sustain Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 16.57 | | | $ | 14.66 | | | $ | 11.58 | | | $ | 12.47 | | | $ | 10.81 | | | $ | 11.43 | | |
Income from Investment Operations: | |
Net Investment Income(2) | | | 0.09 | | | | 0.09 | | | | 0.11 | | | | 0.05 | | | | 0.14 | | | | 0.16 | | |
Net Realized and Unrealized Gain | | | 1.36 | | | | 2.25 | | | | 3.37 | | | | 0.04 | | | | 2.34 | | | | 0.31 | | |
Total from Investment Operations | | | 1.45 | | | | 2.34 | | | | 3.48 | | | | 0.09 | | | | 2.48 | | | | 0.47 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.07 | ) | | | (0.09 | ) | | | (0.08 | ) | | | (0.13 | ) | | | (0.21 | ) | |
Net Realized Gain | | | — | | | | (0.36 | ) | | | (0.31 | ) | | | (0.90 | ) | | | (0.69 | ) | | | (0.88 | ) | |
Total Distributions | | | — | | | | (0.43 | ) | | | (0.40 | ) | | | (0.98 | ) | | | (0.82 | ) | | | (1.09 | ) | |
Net Asset Value, End of Period | | $ | 18.02 | | | $ | 16.57 | | | $ | 14.66 | | | $ | 11.58 | | | $ | 12.47 | | | $ | 10.81 | | |
Total Return(3) | | | 8.75 | %(7) | | | 16.00 | % | | | 30.08 | % | | | 0.66 | % | | | 22.91 | % | | | 4.17 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 13,350 | | | $ | 9,317 | | | $ | 7,450 | | | $ | 4,847 | | | $ | 12 | | | $ | 11 | | |
Ratio of Expenses Before Expense Limitation | | | 1.12 | %(8) | | | 1.41 | % | | | 1.88 | % | | | 3.12 | % | | | 19.10 | % | | | 19.36 | % | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(4)(8) | | | 0.85 | %(4) | | | 0.85 | %(4) | | | 0.85 | %(4)(5) | | | 0.95 | %(4) | | | 0.95 | %(4) | |
Ratio of Net Investment Income | | | 1.08 | %(4)(8) | | | 0.58 | %(4) | | | 0.79 | %(4) | | | 0.41 | %(4) | | | 1.15 | %(4) | | | 1.35 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 8 | %(7) | | | 20 | % | | | 14 | % | | | 76 | % | | | 39 | % | | | 35 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective April 30, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.85% for Class IS shares. Prior to April 30, 2018, the maximum ratio was 0.95% for Class IS shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Global Sustain Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class IS. 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.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official
closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Limited ("MSIM Limited") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants
would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
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 | | $ | 776 | | | $ | — | | | $ | — | | | $ | 776 | | |
Capital Markets | | | 3,694 | | | | — | | | | — | | | | 3,694 | | |
Electronic Equipment, Instruments & Components | | | 1,328 | | | | — | | | | — | | | | 1,328 | | |
Health Care Equipment & Supplies | | | 15,359 | | | | — | | | | — | | | | 15,359 | | |
Health Care Technology | | | 1,410 | | | | — | | | | — | | | | 1,410 | | |
Household Products | | | 10,599 | | | | — | | | | — | | | | 10,599 | | |
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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) | |
Industrial Conglomerates | | $ | 1,690 | | | $ | — | | | $ | — | | | $ | 1,690 | | |
Information Technology Services | | | 12,413 | | | | — | | | | — | | | | 12,413 | | |
Insurance | | | 2,527 | | | | — | | | | — | | | | 2,527 | | |
Interactive Media & Services | | | 2,747 | | | | — | | | | — | | | | 2,747 | | |
Life Sciences Tools & Services | | | 2,753 | | | | — | | | | — | | | | 2,753 | | |
Machinery | | | 1,681 | | | | — | | | | — | | | | 1,681 | | |
Personal Products | | | 2,048 | | | | — | | | | — | | | | 2,048 | | |
Pharmaceuticals | | | 901 | | | | — | | | | — | | | | 901 | | |
Professional Services | | | 1,716 | | | | — | | | | — | | | | 1,716 | | |
Semiconductors & Semiconductor Equipment | | | 3,411 | | | | — | | | | — | | | | 3,411 | | |
Software | | | 13,195 | | | | — | | | | — | | | | 13,195 | | |
Textiles, Apparel & Luxury Goods | | | 857 | | | | — | | | | — | | | | 857 | | |
Total Common Stocks | | | 79,105 | | | | — | | | | — | | | | 79,105 | | |
Short-Term Investment | |
Investment Company | | | 2,002 | | | | — | | | | — | | | | 2,002 | | |
Total Assets | | $ | 81,107 | | | $ | — | | | $ | — | | | $ | 81,107 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net
realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
or losses pursuant to these contracts and expects the risk of loss to be remote.
5. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
6. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. 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, 2021, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.45% 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 IS 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, 2021, approximately $85,000 of advisory fees were waived and approximately $5,000 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.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $26,821,000 and $5,091,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,423 | | | $ | 22,338 | | | $ | 21,759 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 2,002 | | |
@ 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, 2021, 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, 2021 (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, 2020, 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 161 | | | $ | 1,129 | | | $ | 294 | | | $ | 445 | | |
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, 2020.
At December 31, 2020, 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) | |
$ | — | | | $ | 147 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The
interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 35.3%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGQSAN
3689448 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Growth Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 7 | | |
Consolidated Statement of Operations | | | 9 | | |
Consolidated Statements of Changes in Net Assets | | | 10 | | |
Consolidated Financial Highlights | | | 12 | | |
Notes to Consolidated Financial Statements | | | 18 | | |
Investment Advisory Agreement Approval | | | 30 | | |
Liquidity Risk Management Program | | | 32 | | |
U.S. Customer Privacy Notice | | | 33 | | |
Director and Officer Information | | | 36 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,130.00 | | | $ | 1,022.17 | | | $ | 2.80 | | | $ | 2.66 | | | | 0.53 | % | |
Growth Portfolio Class A | | | 1,000.00 | | | | 1,128.60 | | | | 1,020.88 | | | | 4.17 | | | | 3.96 | | | | 0.79 | | |
Growth Portfolio Class L | | | 1,000.00 | | | | 1,125.90 | | | | 1,018.50 | | | | 6.69 | | | | 6.36 | | | | 1.27 | | |
Growth Portfolio Class C | | | 1,000.00 | | | | 1,124.50 | | | | 1,017.26 | | | | 8.01 | | | | 7.60 | | | | 1.52 | | |
Growth Portfolio Class IS | | | 1,000.00 | | | | 1,130.40 | | | | 1,022.51 | | | | 2.43 | | | | 2.31 | | | | 0.46 | | |
Growth Portfolio Class IR | | | 1,000.00 | | | | 1,130.40 | | | | 1,022.51 | | | | 2.43 | | | | 2.31 | | | | 0.46 | | |
* 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, 2021 (unaudited)
Consolidated Portfolio of Investments
Growth Portfolio
| | Shares | | Value (000) | |
Common Stocks (96.5%) | |
Biotechnology (2.2%) | |
Alnylam Pharmaceuticals, Inc. (a) | | | 417,835 | | | $ | 70,831 | | |
Moderna, Inc. (a) | | | 1,442,747 | | | | 339,017 | | |
| | | 409,848 | | |
Entertainment (7.7%) | |
ROBLOX Corp., Class A (a) | | | 5,358,356 | | | | 482,145 | | |
Sea Ltd. ADR (Singapore) (a) | | | 1,017,290 | | | | 279,348 | | |
Spotify Technology SA (a) | | | 2,606,380 | | | | 718,292 | | |
| | | 1,479,785 | | |
Health Care Equipment & Supplies (3.1%) | |
DexCom, Inc. (a) | | | 735,534 | | | | 314,073 | | |
Intuitive Surgical, Inc. (a) | | | 304,696 | | | | 280,211 | | |
| | | 594,284 | | |
Health Care Providers & Services (0.7%) | |
Guardant Health, Inc. (a) | | | 1,124,569 | | | | 139,660 | | |
Health Care Technology (5.1%) | |
Agilon Health Topco, Inc. (a)(b) | | | 6,618,800 | | | | 256,441 | | |
Veeva Systems, Inc., Class A (a) | | | 2,331,726 | | | | 725,050 | | |
| | | 981,491 | | |
Hotels, Restaurants & Leisure (0.5%) | |
Airbnb, Inc., Class A (a) | | | 624,224 | | | | 95,594 | | |
Information Technology Services (24.8%) | |
Adyen N.V. (Netherlands) (a) | | | 110,799 | | | | 270,708 | | |
Fastly, Inc., Class A (a) | | | 1,776,664 | | | | 105,889 | | |
MongoDB, Inc. (a) | | | 828,148 | | | | 299,392 | | |
Okta, Inc. (a) | | | 2,056,298 | | | | 503,135 | | |
Shopify, Inc., Class A (Canada) (a) | | | 806,538 | | | | 1,178,335 | | |
Snowflake, Inc., Class A (a) | | | 2,814,406 | | | | 680,523 | | |
Square, Inc., Class A (a) | | | 3,991,714 | | | | 973,180 | | |
Twilio, Inc., Class A (a) | | | 1,867,857 | | | | 736,235 | | |
| | | 4,747,397 | | |
Interactive Media & Services (15.4%) | |
Pinterest, Inc., Class A (a) | | | 6,702,135 | | | | 529,133 | | |
Snap, Inc., Class A (a) | | | 14,363,879 | | | | 978,755 | | |
Twitter, Inc. (a) | | | 14,284,459 | | | | 982,913 | | |
Zillow Group, Inc., Class C (a) | | | 3,701,699 | | | | 452,422 | | |
| | | 2,943,223 | | |
Internet & Direct Marketing Retail (5.7%) | |
Amazon.com, Inc. (a) | | | 78,483 | | | | 269,994 | | |
Chewy, Inc., Class A (a) | | | 439,324 | | | | 35,018 | | |
DoorDash, Inc., Class A (a) | | | 1,909,772 | | | | 340,570 | | |
Wayfair, Inc., Class A (a) | | | 1,410,971 | | | | 445,458 | | |
| | | 1,091,040 | �� | |
Life Sciences Tools & Services (2.0%) | |
10X Genomics, Inc., Class A (a) | | | 978,190 | | | | 191,549 | | |
Illumina, Inc. (a) | | | 416,185 | | | | 196,943 | | |
| | | 388,492 | | |
Metals & Mining (0.3%) | |
Royal Gold, Inc. | | | 439,397 | | | | 50,135 | | |
| | Shares | | Value (000) | |
Pharmaceuticals (2.0%) | |
Royalty Pharma PLC, Class A | | | 9,521,771 | | | $ | 390,297 | | |
Road & Rail (2.4%) | |
Uber Technologies, Inc. (a) | | | 9,256,580 | | | | 463,940 | | |
Semiconductors & Semiconductor Equipment (2.6%) | |
NVIDIA Corp. | | | 628,456 | | | | 502,828 | | |
Software (19.1%) | |
Cloudflare, Inc., Class A (a) | | | 7,963,198 | | | | 842,825 | | |
Coupa Software, Inc. (a) | | | 1,262,290 | | | | 330,859 | | |
Crowdstrike Holdings, Inc., Class A (a) | | | 1,170,349 | | | | 294,120 | | |
Datadog, Inc., Class A (a) | | | 3,185,166 | | | | 331,512 | | |
DocuSign, Inc. (a) | | | 1,050,784 | | | | 293,768 | | |
Trade Desk, Inc. (The), Class A (a) | | | 4,668,240 | | | | 361,135 | | |
Unity Software, Inc. (a) | | | 2,628,368 | | | | 288,674 | | |
Zoom Video Communications, Inc., Class A (a) | | | 2,374,692 | | | | 919,077 | | |
| | | 3,661,970 | | |
Specialty Retail (2.9%) | |
Carvana Co. (a) | | | 1,818,070 | | | | 548,730 | | |
Total Common Stocks (Cost $9,615,854) | | | 18,488,714 | | |
Investment Company (0.3%) | |
Grayscale Bitcoin Trust (a) (Cost $107,014) | | | 2,130,153 | | | | 63,500 | | |
Preferred Stock (0.0%) (c) | |
Electronic Equipment, Instruments & Components (0.0%) (c) | |
Magic Leap Series C (a)(d)(e) (acquisition cost — $18,812; acquired 12/22/15) (Cost $18,812) | | | 816,725 | | | | — | | |
Short-Term Investment (3.2%) | |
Investment Company (3.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $608,197) | | | 608,196,955 | | | | 608,197 | | |
Total Investments Excluding Purchased Options (100.0%) (Cost $10,349,877) | | | | | 19,160,411 | | |
Total Purchased Options Outstanding (0.0%) (c) (Cost $74,111) | | | 4,214 | | |
Total Investments (100.0%) (Cost $10,423,988) (f)(g) | | | 19,164,625 | | |
Liabilities in Excess of Other Assets (0.0%) (c) | | | (4,872 | ) | |
Net Assets (100.0%) | | $ | 19,159,753 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Growth Portfolio
The Fund had the following Derivative Contract — PIPE open at June 30, 2021:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Depreciation (000) | | % of Net Assets | |
Soaring Eagle Acquisition Corp. | | Ginkgo Bioworks, Inc. (a)(d)(e)(h)(i) | | $ | 42,515,760 | | | 12/31/21 | | $ | (6,098 | ) | | | (0.03 | )% | |
(a) Non-income producing security.
(b) Security has been deemed by the investment manager to be illiquid and is subject to restrictions on resale. At June 30, 2021, this security amounted to approximately $256,441,000, which represents 1.3% of net assets of the Fund.
(c) Amount is less than 0.05%.
(d) Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted derivative contract (excluding 144A holdings) at June 30, 2021 amounts to approximately $(6,098,000) and represents less than (0.05)% of net assets.
(e) At June 30, 2021, the Fund held a fair valued derivative contract valued at approximately $(6,098,000), representing less than (0.05)% of net assets. This holding have been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(f) Securities are available for collateral in connection with securities purchased on a forward commitment basis.
(g) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $9,024,626,000 and the aggregate gross unrealized depreciation is approximately $290,087,000, resulting in net unrealized appreciation of approximately $8,734,539,000.
(h) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 4,251,576 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination Ginkgo Bioworks, Inc., and Soaring Eagle Acquisition Corp., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Soaring Eagle Acquisition Corp., and Ginkgo Bioworks, Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met, the Fund is no longer obligated to fulfill its commitment to Soaring Eagle Acquisition Corp., and Ginkgo Bioworks, Inc. The investment is restricted from resale until the settlement date.
(i) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
ADR American Depositary Receipt.
PIPE Private Investment in Public Equity.
SPAC Special Purpose Acquisition Company.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Growth Portfolio
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2021:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
BNP Paribas | | USD/CNH | | CNH | 7.99 | | | Sep-21 | | | 2,209,996,914 | | | | 2,209,997 | | | $ | 5 | | | $ | 13,383 | | | $ | (13,378 | ) | |
BNP Paribas | | USD/CNH | | CNH | 7.45 | | | Jan-22 | | | 3,240,675,472 | | | | 3,240,675 | | | | 1,342 | | | | 17,299 | | | | (15,957 | ) | |
BNP Paribas | | USD/CNH | | CNH | 7.64 | | | Nov-21 | | | 2,625,404,928 | | | | 2,625,405 | | | | 260 | | | | 14,258 | | | | (13,998 | ) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.57 | | | Mar-22 | | | 3,297,576,823 | | | | 3,297,577 | | | | 2,605 | | | | 16,379 | | | | (13,774 | ) | |
Royal Bank of Scotland | | USD/CNH | | CNH | 8.06 | | | Jul-21 | | | 2,411,798,894 | | | | 2,411,799 | | | | 2 | | | | 12,792 | | | | (12,790 | ) | |
| | | | | | | | | | | | $ | 4,214 | | | $ | 74,111 | | | $ | (69,897 | ) | |
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Information Technology Services | | | 24.8 | % | |
Other* | | | 22.2 | | |
Software | | | 19.1 | | |
Interactive Media & Services | | | 15.4 | | |
Entertainment | | | 7.7 | | |
Internet & Direct Marketing Retail | | | 5.7 | | |
Health Care Technology | | | 5.1 | | |
Total Investments | | | 100.0 | %** | |
* Industries and/or investment types representing less than 5% of total investments.
** Does not include an open PIPE contract with total unrealized depreciation of approximately $6,098,000.
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $9,815,791) | | $ | 18,556,428 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $608,197) | | | 608,197 | | |
Total Investments in Securities, at Value (Cost $10,423,988) | | | 19,164,625 | | |
Foreign Currency, at Value (Cost —@) | | | — | @ | |
Receivable for Investments Sold | | | 22,759 | | |
Receivable for Fund Shares Sold | | | 15,509 | | |
Dividends Receivable | | | 152 | | |
Receivable from Affiliate | | | 5 | | |
Other Assets | | | 2,037 | | |
Total Assets | | | 19,205,087 | | |
Liabilities: | |
Payable for Advisory Fees | | | 15,878 | | |
Payable for Fund Shares Redeemed | | | 14,917 | | |
Due to Broker | | | 4,705 | | |
Payable for Shareholder Services Fees — Class A | | | 1,215 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 106 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 475 | | |
Payable for Administration Fees | | | 1,179 | | |
Payable for Custodian Fees | | | 103 | | |
Payable for Professional Fees | | | 78 | | |
Payable for Organization Costs for Subsidiary | | | 56 | | |
Payable for Transfer Agency Fees — Class I | | | 18 | | |
Payable for Transfer Agency Fees — Class A | | | 22 | | |
Payable for Transfer Agency Fees — Class L | | | 2 | | |
Payable for Transfer Agency Fees — Class C | | | 2 | | |
Payable for Transfer Agency Fees — Class IS | | | 1 | | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Payable for Directors' Fees and Expenses | | | 39 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 8 | | |
Unrealized Depreciation on Derivative Contract — PIPE | | | 6,098 | | |
Other Liabilities | | | 432 | | |
Total Liabilities | | | 45,334 | | |
Net Assets | | $ | 19,159,753 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 8,026,653 | | |
Total Distributable Earnings | | | 11,133,100 | | |
Net Assets | | $ | 19,159,753 | | |
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 7,601,681 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 73,542,008 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 103.37 | | |
CLASS A: | |
Net Assets | | $ | 6,319,096 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 65,634,141 | | |
Net Asset Value, Redemption Price Per Share | | $ | 96.28 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 5.33 | | |
Maximum Offering Price Per Share | | $ | 101.61 | | |
CLASS L: | |
Net Assets | | $ | 182,665 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,057,494 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 88.78 | | |
CLASS C: | |
Net Assets | | $ | 617,417 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 7,085,984 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 87.13 | | |
CLASS IS: | |
Net Assets | | $ | 4,112,826 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 39,368,142 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 104.47 | | |
CLASS IR: | |
Net Assets | | $ | 326,068 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,121,416 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 104.46 | | |
@ 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, 2021 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers | | $ | 4,089 | | |
Income from Securities Loaned — Net | | | 183 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 39 | | |
Total Investment Income | | | 4,311 | | |
Expenses: | |
Advisory Fees (Note B) | | | 32,251 | | |
Shareholder Services Fees — Class A (Note D) | | | 7,211 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 647 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 2,753 | | |
Administration Fees (Note C) | | | 7,032 | | |
Sub Transfer Agency Fees — Class I | | | 2,505 | | |
Sub Transfer Agency Fees — Class A | | | 2,238 | | |
Sub Transfer Agency Fees — Class L | | | 46 | | |
Sub Transfer Agency Fees — Class C | | | 173 | | |
Registration Fees | | | 427 | | |
Transfer Agency Fees — Class I (Note E) | | | 56 | | |
Transfer Agency Fees — Class A (Note E) | | | 79 | | |
Transfer Agency Fees — Class L (Note E) | | | 7 | | |
Transfer Agency Fees — Class C (Note E) | | | 9 | | |
Transfer Agency Fees — Class IS (Note E) | | | 4 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 140 | | |
Shareholder Reporting Fees | | | 136 | | |
Directors' Fees and Expenses | | | 99 | | |
Organization Costs for Subsidiary | | | 56 | | |
Professional Fees | | | 53 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 128 | | |
Total Expenses | | | 56,053 | | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (234 | ) | |
Net Expenses | | | 55,819 | | |
Net Investment Loss | | | (51,508 | ) | |
Realized Gain (Loss): | |
Investments Sold | | | 1,441,832 | | |
Foreign Currency Translation | | | (3 | ) | |
Net Realized Gain | | | 1,441,829 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 740,786 | | |
Foreign Currency Translation | | | (1 | ) | |
Derivative Contract — PIPE | | | (6,098 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 734,687 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 2,176,516 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 2,125,008 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (51,508 | ) | | $ | (70,702 | ) | |
Net Realized Gain | | | 1,441,829 | | | | 2,508,141 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 734,687 | | | | 6,284,985 | | |
Net Increase in Net Assets Resulting from Operations | | | 2,125,008 | | | | 8,722,424 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (587,891 | ) | |
Class A | | | — | | | | (492,476 | ) | |
Class L | | | — | | | | (17,295 | ) | |
Class C | | | — | | | | (50,352 | ) | |
Class IS | | | — | | | | (318,382 | ) | |
Class IR | | | — | | | | (33,066 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (1,499,462 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 1,634,233 | | | | 3,068,441 | | |
Distributions Reinvested | | | — | | | | 494,117 | | |
Redeemed | | | (1,692,590 | ) | | | (2,048,941 | ) | |
Class A: | |
Subscribed | | | 1,065,355 | | | | 1,320,428 | | |
Distributions Reinvested | | | — | @ | | | 474,626 | | |
Redeemed | | | (900,105 | ) | | | (987,191 | ) | |
Class L: | |
Exchanged | | | 21 | | | | 149 | | |
Distributions Reinvested | | | — | | | | 16,955 | | |
Redeemed | | | (11,401 | ) | | | (18,219 | ) | |
Class C: | |
Subscribed | | | 90,442 | | | | 192,797 | | |
Distributions Reinvested | | | — | | | | 44,778 | | |
Redeemed | | | (52,592 | ) | | | (71,959 | ) | |
Class IS: | |
Subscribed | | | 236,872 | | | | 701,960 | | |
Distributions Reinvested | | | — | | | | 315,802 | | |
Redeemed | | | (334,903 | ) | | | (456,386 | ) | |
Class IR: | |
Subscribed | | | 24,156 | | | | 27,158 | | |
Distributions Reinvested | | | — | | | | 33,066 | | |
Redeemed | | | (128,416 | ) | | | (155,705 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | | (68,928 | ) | | | 2,951,876 | | |
Total Increase in Net Assets | | | 2,056,080 | | | | 10,174,838 | | |
Net Assets: | |
Beginning of Period | | | 17,103,673 | | | | 6,928,835 | | |
End of Period | | $ | 19,159,753 | | | $ | 17,103,673 | | |
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 17,180 | | | | 45,741 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 5,306 | | |
Shares Redeemed | | | (18,158 | ) | | | (29,210 | ) | |
Net Increase (Decrease) in Class I Shares Outstanding | | | (978 | ) | | | 21,837 | | |
Class A: | |
Shares Subscribed | | | 11,950 | | | | 18,846 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | 5,465 | | |
Shares Redeemed | | | (10,386 | ) | | | (15,307 | ) | |
Net Increase in Class A Shares Outstanding | | | 1,564 | | | | 9,004 | | |
Class L: | |
Shares Exchanged | | | 1 | | | | 2 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 211 | | |
Shares Redeemed | | | (141 | ) | | | (297 | ) | |
Net Decrease in Class L Shares Outstanding | | | (140 | ) | | | (84 | ) | |
Class C: | |
Shares Subscribed | | | 1,119 | | | | 3,122 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 567 | | |
Shares Redeemed | | | (669 | ) | | | (1,187 | ) | |
Net Increase in Class C Shares Outstanding | | | 450 | | | | 2,502 | | |
Class IS: | |
Shares Subscribed | | | 2,450 | | | | 10,266 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3,357 | | |
Shares Redeemed | | | (3,590 | ) | | | (6,504 | ) | |
Net Increase (Decrease) in Class IS Shares Outstanding | | | (1,140 | ) | | | 7,119 | | |
Class IR: | |
Shares Subscribed | | | 256 | | | | 502 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 352 | | |
Shares Redeemed | | | (1,355 | ) | | | (2,396 | ) | |
Net Decrease in Class IR Shares Outstanding | | | (1,099 | ) | | | (1,542 | ) | |
* Not consolidated.
@ 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, 2021
Consolidated Financial Highlights
Growth Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 91.47 | | | $ | 46.33 | | | $ | 41.75 | | | $ | 41.65 | | | $ | 35.19 | | | $ | 40.44 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.23 | ) | | | (0.38 | ) | | | (0.19 | ) | | | (0.08 | ) | | | (0.11 | ) | | | 0.01 | | |
Net Realized and Unrealized Gain (Loss) | | | 12.13 | | | | 54.08 | | | | 9.73 | | | | 3.50 | | | | 15.39 | | | | (0.79 | ) | |
Total from Investment Operations | | | 11.90 | | | | 53.70 | | | | 9.54 | | | | 3.42 | | | | 15.28 | | | | (0.78 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | | | (8.82 | ) | | | (4.47 | ) | |
Net Asset Value, End of Period | | $ | 103.37 | | | $ | 91.47 | | | $ | 46.33 | | | $ | 41.75 | | | $ | 41.65 | | | $ | 35.19 | | |
Total Return(4) | | | 13.00 | %(8) | | | 115.57 | % | | | 23.16 | % | | | 7.66 | % | | | 43.83 | % | | | (1.91 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 7,601,681 | | | $ | 6,816,690 | | | $ | 2,440,640 | | | $ | 1,785,893 | | | $ | 991,362 | | | $ | 726,787 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 0.59 | % | | | N/A | | | | N/A | | | | 0.63 | % | |
Ratio of Expenses After Expense Limitation | | | 0.53 | %(5)(9) | | | 0.54 | %(5) | | | 0.58 | %(5) | | | 0.58 | %(5) | | | 0.61 | %(5) | | | 0.63 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.58 | %(5) | | | N/A | | | | 0.61 | %(5) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.48 | )%(5)(9) | | | (0.53 | )%(5) | | | (0.38 | )%(5) | | | (0.17 | )%(5) | | | (0.25 | )%(5) | | | 0.02 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 29 | %(8) | | | 60 | % | | | 87 | % | | | 41 | % | | | 55 | % | | | 39 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation would have been less than 0.005% higher and the Ratio of Net Investment Income would have been less than 0.005% lower had the custodian not reimbursed the Fund.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Effective April 7, 2016, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.80% for Class I shares. Prior to April 7, 2016, the maximum ratio was 0.70% for Class I shares.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Growth Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 85.31 | | | $ | 43.57 | | | $ | 39.61 | | | $ | 39.77 | | | $ | 33.97 | | | $ | 39.31 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.32 | ) | | | (0.51 | ) | | | (0.30 | ) | | | (0.19 | ) | | | (0.22 | ) | | | (0.10 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 11.29 | | | | 50.81 | | | | 9.22 | | | | 3.35 | | | | 14.84 | | | | (0.77 | ) | |
Total from Investment Operations | | | 10.97 | | | | 50.30 | | | | 8.92 | | | | 3.16 | | | | 14.62 | | | | (0.87 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | | | (8.82 | ) | | | (4.47 | ) | |
Net Asset Value, End of Period | | $ | 96.28 | | | $ | 85.31 | | | $ | 43.57 | | | $ | 39.61 | | | $ | 39.77 | | | $ | 33.97 | | |
Total Return(4) | | | 12.86 | %(8) | | | 115.09 | % | | | 22.81 | % | | | 7.39 | % | | | 43.45 | % | | | (2.21 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 6,319,096 | | | $ | 5,465,808 | | | $ | 2,399,450 | | | $ | 2,043,706 | | | $ | 1,827,833 | | | $ | 1,376,836 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 0.84 | % | | | N/A | | | | N/A | | | | 0.92 | % | |
Ratio of Expenses After Expense Limitation | | | 0.79 | %(5)(9) | | | 0.79 | %(5) | | | 0.83 | %(5) | | | 0.84 | %(5) | | | 0.88 | %(5) | | | 0.92 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.83 | %(5) | | | N/A | | | | 0.88 | %(5) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.74 | )%(5)(9) | | | (0.77 | )%(5) | | | (0.64 | )%(5) | | | (0.43 | )%(5) | | | (0.52 | )%(5) | | | (0.26 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 29 | %(8) | | | 60 | % | | | 87 | % | | | 41 | % | | | 55 | % | | | 39 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation would have been 0.005% higher and the Ratio of Net Investment Loss would have been 0.005% lower had the custodian not reimbursed the Fund.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Effective April 7, 2016, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.15% for Class A shares. Prior to April 7, 2016, the maximum ratio was 1.05% for Class A shares.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Growth Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 78.85 | | | $ | 40.77 | | | $ | 37.51 | | | $ | 37.99 | | | $ | 32.90 | | | $ | 38.41 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.49 | ) | | | (0.76 | ) | | | (0.50 | ) | | | (0.39 | ) | | | (0.43 | ) | | | (0.29 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 10.42 | | | | 47.40 | | | | 8.72 | | | | 3.23 | | | | 14.34 | | | | (0.75 | ) | |
Total from Investment Operations | | | 9.93 | | | | 46.64 | | | | 8.22 | | | | 2.84 | | | | 13.91 | | | | (1.04 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | | | (8.82 | ) | | | (4.47 | ) | |
Net Asset Value, End of Period | | $ | 88.78 | | | $ | 78.85 | | | $ | 40.77 | | | $ | 37.51 | | | $ | 37.99 | | | $ | 32.90 | | |
Total Return(4) | | | 12.59 | %(8) | | | 114.01 | % | | | 22.22 | % | | | 6.89 | % | | | 42.69 | % | | | (2.72 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 182,665 | | | $ | 173,317 | | | $ | 93,053 | | | $ | 83,818 | | | $ | 90,177 | | | $ | 74,324 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 1.33 | % | | | N/A | | | | N/A | | | | 1.45 | % | |
Ratio of Expenses After Expense Limitation | | | 1.27 | %(5)(9) | | | 1.29 | %(5) | | | 1.32 | %(5) | | | 1.31 | %(5) | | | 1.42 | %(5) | | | 1.45 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.32 | %(5) | | | N/A | | | | 1.42 | %(5) | | | N/A | | |
Ratio of Net Investment Loss | | | (1.22 | )%(5)(9) | | | (1.27 | )%(5) | | | (1.12 | )%(5) | | | (0.90 | )%(5) | | | (1.05 | )%(5) | | | (0.79 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 29 | %(8) | | | 60 | % | | | 87 | % | | | 41 | % | | | 55 | % | | | 39 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation would have been less than 0.005% higher and the Ratio of Net Investment Loss would have been less than 0.005% lower had the custodian not reimbursed the Fund.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Effective April 7, 2016, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.65% for Class L shares. Prior to April 7, 2016, the maximum ratio was 1.55% for Class L shares.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Growth Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 77.49 | | | $ | 40.23 | | | $ | 37.17 | | | $ | 37.76 | | | $ | 32.81 | | | $ | 38.40 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.58 | ) | | | (0.93 | ) | | | (0.61 | ) | | | (0.51 | ) | | | (0.51 | ) | | | (0.38 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 10.22 | | | | 46.75 | | | | 8.63 | | | | 3.24 | | | | 14.28 | | | | (0.74 | ) | |
Total from Investment Operations | | | 9.64 | | | | 45.82 | | | | 8.02 | | | | 2.73 | | | | 13.77 | | | | (1.12 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | | | (8.82 | ) | | | (4.47 | ) | |
Net Asset Value, End of Period | | $ | 87.13 | | | $ | 77.49 | | | $ | 40.23 | | | $ | 37.17 | | | $ | 37.76 | | | $ | 32.81 | | |
Total Return(4) | | | 12.45 | %(8) | | | 113.48 | % | | | 21.91 | % | | | 6.61 | % | | | 42.37 | % | | | (2.93 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 617,417 | | | $ | 514,190 | | | $ | 166,303 | | | $ | 92,431 | | | $ | 37,524 | | | $ | 16,613 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 1.59 | % | | | N/A | | | | N/A | | | | 1.70 | % | |
Ratio of Expenses After Expense Limitation | | | 1.52 | %(5)(9) | | | 1.53 | %(5) | | | 1.58 | %(5) | | | 1.57 | %(5) | | | 1.63 | %(5) | | | 1.70 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.58 | %(5) | | | N/A | | | | 1.63 | % | | | N/A | | |
Ratio of Net Investment Loss | | | (1.47 | )%(5)(9) | | | (1.51 | )%(5) | | | (1.38 | )%(5) | | | (1.17 | )%(5) | | | (1.26 | )%(5) | | | (1.04 | )%(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 29 | %(8) | | | 60 | % | | | 87 | % | | | 41 | % | | | 55 | % | | | 39 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation would have been less than 0.005% higher and the Ratio of Net Investment Loss would have been less than 0.005% lower had the custodian not reimbursed the Fund.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Effective April 7, 2016, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.90% for Class C shares. Prior to April 7, 2016, the maximum ratio was 1.80% for Class C shares.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Growth Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 92.42 | | | $ | 46.73 | | | $ | 42.04 | | | $ | 41.89 | | | $ | 35.32 | | | $ | 40.54 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.19 | ) | | | (0.32 | ) | | | (0.15 | ) | | | (0.04 | ) | | | (0.07 | ) | | | 0.05 | | |
Net Realized and Unrealized Gain (Loss) | | | 12.24 | | | | 54.57 | | | | 9.80 | | | | 3.51 | | | | 15.46 | | | | (0.80 | ) | |
Total from Investment Operations | | | 12.05 | | | | 54.25 | | | | 9.65 | | | | 3.47 | | | | 15.39 | | | | (0.75 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | | | (8.82 | ) | | | (4.47 | ) | |
Net Asset Value, End of Period | | $ | 104.47 | | | $ | 92.42 | | | $ | 46.73 | | | $ | 42.04 | | | $ | 41.89 | | | $ | 35.32 | | |
Total Return(4) | | | 13.04 | %(8) | | | 115.76 | % | | | 23.26 | % | | | 7.74 | % | | | 43.98 | % | | | (1.83 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,112,826 | | | $ | 3,743,697 | | | $ | 1,560,148 | | | $ | 1,202,659 | | | $ | 1,131,543 | | | $ | 875,021 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 0.50 | % | | | N/A | | | | N/A | | | | 0.54 | % | |
Ratio of Expenses After Expense Limitation | | | 0.46 | %(5)(9) | | | 0.47 | %(5) | | | 0.49 | %(5) | | | 0.50 | %(5) | | | 0.53 | %(5) | | | 0.54 | %(5)(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.49 | %(5) | | | N/A | | | | 0.53 | %(5) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.41 | )%(5)(9) | | | (0.45 | )%(5) | | | (0.29 | )%(5) | | | (0.09 | )%(5) | | | (0.16 | )%(5) | | | 0.12 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 29 | %(8) | | | 60 | % | | | 87 | % | | | 41 | % | | | 55 | % | | | 39 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation would have been less than 0.005% higher and the Ratio of Net Investment Income would have been less than 0.005% lower had the custodian not reimbursed the Fund.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Effective April 7, 2016, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.73% for Class IS shares. Prior to April 7, 2016, the maximum ratio was 0.67% for Class IS shares.
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Growth Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 15, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 92.41 | | | $ | 46.73 | | | $ | 42.04 | | | $ | 52.16 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.19 | ) | | | (0.31 | ) | | | (0.15 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 12.24 | | | | 54.55 | | | | 9.80 | | | | (6.76 | ) | |
Total from Investment Operations | | | 12.05 | | | | 54.24 | | | | 9.65 | | | | (6.80 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (8.56 | ) | | | (4.96 | ) | | | (3.32 | ) | |
Net Asset Value, End of Period | | $ | 104.46 | | | $ | 92.41 | | | $ | 46.73 | | | $ | 42.04 | | |
Total Return(4) | | | 13.04 | %(7) | | | 115.74 | % | | | 23.26 | % | | | (13.48 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 326,068 | | | $ | 389,971 | | | $ | 269,241 | | | $ | 149,578 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 0.50 | % | | | N/A | | |
Ratio of Expenses After Expense Limitation | | | 0.46 | %(5)(8) | | | 0.47 | %(5) | | | 0.49 | %(5) | | | 0.49 | %(5)(8) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.49 | %(5) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.41 | )%(5)(8) | | | (0.45 | )%(5) | | | (0.30 | )%(5) | | | (0.14 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 29 | %(7) | | | 60 | % | | | 87 | % | | | 41 | % | |
(1) Not consolidated.
(2) Commencement of Offering.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Growth Portfolio. The Fund seeks long-term capital appreciation by investing primarily in growth-oriented equity securities of large capitalization companies.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class IS 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 May 21, 2021, the Fund suspended offering of Class I, Class A, Class C, Class IS and Class IR shares to new investors.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Growth Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation. As of June 30, 2021, the Subsidiary represented approximately $78,129,000 or approximately 0.41% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (5) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts
stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (7) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (8) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
• 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, 2021:
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 | | $ | 409,848 | | | $ | — | | | $ | — | | | $ | 409,848 | | |
Entertainment | | | 1,479,785 | | | | — | | | | — | | | | 1,479,785 | | |
Health Care Equipment & Supplies | | | 594,284 | | | | — | | | | — | | | | 594,284 | | |
Health Care Providers & Services | | | 139,660 | | | | — | | | | — | | | | 139,660 | | |
Health Care Technology | | | 725,050 | | | | 256,441 | | | | — | | | | 981,491 | | |
Hotels, Restaurants & Leisure | | | 95,594 | | | | — | | | | — | | | | 95,594 | | |
Information Technology Services | | | 4,747,397 | | | | — | | | | — | | | | 4,747,397 | | |
Interactive Media & Services | | | 2,943,223 | | | | — | | | | — | | | | 2,943,223 | | |
Internet & Direct Marketing Retail | | | 1,091,040 | | | | — | | | | — | | | | 1,091,040 | | |
Life Sciences Tools & Services | | | 388,492 | | | | — | | | | — | | | | 388,492 | | |
Metals & Mining | | | 50,135 | | | | — | | | | — | | | | 50,135 | | |
Pharmaceuticals | | | 390,297 | | | | — | | | | — | | | | 390,297 | | |
Road & Rail | | | 463,940 | | | | — | | | | — | | | | 463,940 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Semiconductors & Semiconductor Equipment | | $ | 502,828 | | | $ | — | | | $ | — | | | $ | 502,828 | | |
Software | | | 3,661,970 | | | | — | | | | — | | | | 3,661,970 | | |
Specialty Retail | | | 548,730 | | | | — | | | | — | | | | 548,730 | | |
Total Common Stocks | | | 18,232,273 | | | | 256,441 | | | | — | | | $ | 18,488,714 | | |
Investment Company | | | 63,500 | | | | — | | | | — | | | | 63,500 | | |
Preferred Stock | |
Electronic Equipment, Instruments & Components | | | — | | | | — | | | | — | † | | | — | † | |
Call Option Purchased | | | — | | | | 4,214 | | | | — | | | | 4,214 | | |
Short-Term Investment | |
Investment Company | | | 608,197 | | | | — | | | | — | | | | 608,197 | | |
Total Assets | | | 18,903,970 | | | | 260,655 | | | | — | † | | | 19,164,625 | † | |
Liabilities: | |
Derivative Contract — PIPE | | | — | | | | — | | | | (6,098 | ) | | | (6,098 | ) | |
Total | | $ | 18,903,970 | | | $ | 260,655 | | | $ | (6,098 | )† | | $ | 19,158,527 | † | |
† Includes a security valued at zero.
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Common Stock (000) | | Preferred Stocks (000) | | Derivative Contract — PIPE (000) | |
Beginning Balance | | $ | 39,017 | | | $ | — | † | | $ | — | | |
Purchases | | | — | | | | — | | | | — | | |
Sales | | | — | | | | — | | | | — | | |
PIPE transactions | | | — | | | | — | | | | (6,098 | ) | |
Amortization of discount | | | — | | | | — | | | | — | | |
Transfers in | | | — | | | | — | | | | — | | |
Transfers out | | | (39,017 | )†† | | | — | | | | — | | |
Corporate actions | | | — | | | | — | | | | — | | |
Change in unrealized appreciation (depreciation) | | | — | | | | — | | | | — | | |
Realized gains (losses) | | | — | | | | — | | | | — | | |
Ending Balance | | $ | — | | | $ | — | † | | $ | (6,098 | ) | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2021 | | $ | — | | | $ | — | | | $ | (6,098 | ) | |
† Includes a security valued at zero.
†† A security transferred out of level 3 due to an Initial Public Offering.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021. 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, 2021.
| | Fair Value at June 30, 2021 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
PIPE | | $ | (6,098 | ) | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | | 14.0 | % | | Decrease | |
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2021, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Consolidated Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2021:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 4,214 | (a) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
| | Liability Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Depreciation on Derivative Contract — PIPE | |
Equity Risk | | $ | (6,098 | ) | |
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, 2021 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (16,968 | )(b) | |
(b) Amounts are included in Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (23,417 | )(c) | |
Equity Risk | | Derivative Contract — PIPE | | | (6,098 | ) | |
Total | | | | $ | (29,515 | ) | |
(c) Amounts are included in Investments in the Consolidated Statement of Operations.
At June 30, 2021, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets (000) | | Liabilities (000) | |
Purchased Options | | $ | 4,214 | (a)(d) | | $ | — | | |
Derivative Contract — PIPE | | | — | | | | (6,098 | )(e) | |
Total | | $ | 4,214 | | | $ | (6,098 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
(e) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2021:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(f) (000) | | Net Amount (not less than $0) (000) | |
BNP Paribas | | $ | 1,607 | | | $ | — | | | $ | (1,607 | ) | | $ | 0 | | |
Goldman Sachs International | | | 2,605 | | | | — | | | | (2,605 | ) | | | 0 | | |
Royal Bank of Scotland | | | 2 | | | | — | | | | (2 | ) | | | 0 | | |
Total | | $ | 4,214 | | | $ | — | | | $ | (4,214 | ) | | $ | 0 | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(f) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 13,733,168,000 | | |
Derivative Contract — PIPE: | |
Average monthly notional amount | | $ | 42,516,000 | | |
6. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Consolidated Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
At June 30, 2021, the Fund did not have any outstanding securities on loan.
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
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:
First $1 billion | | Next $1 billion | | Next $1 billion | | Over $3 billion | |
| 0.50 | % | | | 0.45 | % | | | 0.40 | % | | | 0.35 | % | |
For the six months ended June 30, 2021, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.36% 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 IS shares and 0.73% for Class IR shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time as the Directors act to discontinue all or a portion of such waivers and/or reimbursements when they deem such action is appropriate. This arrangement had no effect for the six months ended June 30, 2021.
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
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than
long-term U.S. Government securities and short-term investments were approximately $5,531,680,000 and $4,838,628,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, advisory fees paid were reduced by approximately $234,000 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,375,449 | | | $ | 3,202,411 | | | $ | 3,969,663 | | | $ | 39 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 608,197 | | |
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, 2021, 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
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 345,276 | | | $ | 1,154,186 | | | $ | 32,348 | | | $ | 663,719 | | |
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, 2020.
At December 31, 2020, 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) | |
$ | 524,779 | | | $ | 522,718 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 27.3%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an
acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
32
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
33
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
34
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other Important Information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
35
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
36
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIGRWSAN
3689520 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Inception Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 8 | | |
Consolidated Statement of Operations | | | 10 | | |
Consolidated Statements of Changes in Net Assets | | | 11 | | |
Consolidated Financial Highlights | | | 13 | | |
Notes to Consolidated Financial Statements | | | 18 | | |
Investment Advisory Agreement Approval | | | 31 | | |
Liquidity Risk Management Program | | | 33 | | |
U.S. Customer Privacy Notice | | | 34 | | |
Director and Officer Information | | | 37 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,373.20 | | | $ | 1,019.98 | | | $ | 5.71 | | | $ | 4.86 | | | | 0.97 | % | |
Inception Portfolio Class A | | | 1,000.00 | | | | 1,372.10 | | | | 1,018.79 | | | | 7.12 | | | | 6.06 | | | | 1.21 | | |
Inception Portfolio Class L | | | 1,000.00 | | | | 1,367.20 | | | | 1,015.87 | | | | 10.56 | | | | 9.00 | | | | 1.80 | | |
Inception Portfolio Class C | | | 1,000.00 | | | | 1,366.40 | | | | 1,015.08 | | | | 11.50 | | | | 9.79 | | | | 1.96 | | |
Inception Portfolio Class IS | | | 1,000.00 | | | | 1,373.50 | | | | 1,020.23 | | | | 5.41 | | | | 4.61 | | | | 0.92 | | |
* 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, 2021 (unaudited)
Consolidated Portfolio of Investments
Inception Portfolio
| | Shares | | Value (000) | |
Common Stocks (84.2%) | |
Aerospace & Defense (1.6%) | |
Axon Enterprise, Inc. (a) | | | 197,989 | | | $ | 35,004 | | |
Biotechnology (5.6%) | |
4D Molecular Therapeutics, Inc. (a)(b) | | | 239,671 | | | | 5,771 | | |
Abcam PLC ADR (United Kingdom) (a) | | | 564,891 | | | | 10,756 | | |
Allogene Therapeutics, Inc. (a) | | | 217,936 | | | | 5,684 | | |
ATAI Life Sciences N.V. (a) | | | 637,343 | | | | 11,791 | | |
Beam Therapeutics, Inc. (a) | | | 50,887 | | | | 6,550 | | |
C4 Therapeutics, Inc. (a) | | | 149,927 | | | | 5,673 | | |
Century Therapeutics, Inc. (a) | | | 216,664 | | | | 6,357 | | |
Editas Medicine, Inc. (a) | | | 57,844 | | | | 3,276 | | |
Fate Therapeutics, Inc. (a) | | | 62,481 | | | | 5,423 | | |
Graphite Bio, Inc. (a) | | | 169,615 | | | | 5,212 | | |
Intellia Therapeutics, Inc. (a) | | | 136,014 | | | | 22,022 | | |
Lyell Immunopharma, Inc. (a) | | | 1,073,584 | | | | 17,435 | | |
Passage Bio, Inc. (a) | | | 424,481 | | | | 5,620 | | |
Relay Therapeutics, Inc. (a) | | | 151,756 | | | | 5,553 | | |
Sana Biotechnology, Inc. (a) | | | 401,380 | | | | 7,891 | | |
| | | 125,014 | | |
Chemicals (1.1%) | |
Zymergen, Inc. (a) | | | 600,118 | | | | 24,011 | | |
Diversified Holding Companies (5.3%) | |
ABG Acquisition Corp. I, Class A SPAC (a) | | | 471,282 | | | | 4,642 | | |
Big Sky Growth Partners, Inc. (Units) SPAC (a)(c) | | | 1,016,518 | | | | 10,155 | | |
BowX Acquisition Corp., Class A SPAC (a)(b) | | | 870,863 | | | | 10,015 | | |
CM Life Sciences II, Inc. (Units) SPAC (a)(c) | | | 305,714 | | | | 4,112 | | |
CM Life Sciences III, Inc. (Units) SPAC (a)(c) | | | 192,039 | | | | 2,103 | | |
Digital Transformation Opportunities Corp. (Units) SPAC (a)(c) | | | 187,007 | | | | 1,851 | | |
Dynamics Special Purpose Corp., Class A SPAC (See Note G) (a) | | | 1,892,696 | | | | 18,813 | | |
Gores Holdings VI, Inc., Class A SPAC (a)(b) | | | 1,657,001 | | | | 26,860 | | |
Ribbit LEAP Ltd. (Units) SPAC (a)(c) | | | 588,956 | | | | 6,543 | | |
TCV Acquisition Corp., Class A SPAC (a) | | | 622,080 | | | | 6,165 | | |
TPG Pace Tech Opportunities Corp., Class A SPAC (a) | | | 1,827,402 | | | | 18,146 | | |
USHG Acquisition Corp. (Units) SPAC (a)(c) | | | 1,031,281 | | | | 10,334 | | |
| | | 119,739 | | |
Diversified Telecommunication Services (2.4%) | |
Anterix, Inc. (a) | | | 886,777 | | | | 53,198 | | |
Entertainment (3.7%) | |
Skillz, Inc. (a)(b) | | | 3,822,551 | | | | 83,026 | | |
Food Products (1.8%) | |
UTZ Brands, Inc. | | | 1,837,523 | | | | 40,040 | | |
Health Care Equipment & Supplies (3.3%) | |
Angle PLC (United Kingdom) (a) | | | 9,573,681 | | | | 18,077 | | |
Figs, Inc., Class A (a) | | | 630,853 | | | | 31,606 | | |
Outset Medical, Inc. (a) | | | 133,900 | | | | 6,692 | | |
Penumbra, Inc. (a) | | | 38,743 | | | | 10,618 | | |
Quotient Ltd. (a) | | | 2,185,259 | | | | 7,954 | | |
| | | 74,947 | | |
| | Shares | | Value (000) | |
Health Care Providers & Services (6.3%) | |
23andMe Holding Co. (a)(d) | | | 532,622 | | | $ | 5,791 | | |
Agilon health, Inc. (a) | | | 802,837 | | | | 32,571 | | |
Alignment Healthcare, Inc. (a) | | | 444,070 | | | | 10,378 | | |
Covetrus, Inc. (a) | | | 2,240,451 | | | | 60,492 | | |
HealthEquity, Inc. (a) | | | 113,076 | | | | 9,100 | | |
Privia Health Group, Inc. (a) | | | 189,724 | | | | 8,418 | | |
Signify Health, Inc., Class A (a) | | | 376,092 | | | | 11,444 | | |
Talkspace, Inc. (a)(d) | | | 469,229 | | | | 3,685 | | |
| | | 141,879 | | |
Health Care Technology (3.3%) | |
Doximity, Inc., Class A (a) | | | 645,761 | | | | 37,583 | | |
Inspire Medical Systems, Inc. (a) | | | 136,353 | | | | 26,352 | | |
Schrodinger, Inc. (a) | | | 125,976 | | | | 9,525 | | |
| | | 73,460 | | |
Household Durables (4.4%) | |
Cricut, Inc., Class A (a)(b) | | | 874,302 | | | | 37,245 | | |
Victoria PLC (United Kingdom) (a) | | | 4,149,645 | | | | 61,420 | | |
| | | 98,665 | | |
Information Technology Services (3.8%) | |
Fastly, Inc., Class A (a) | | | 1,429,846 | | | | 85,219 | | |
Insurance (0.3%) | |
Oscar Health, Inc., Class A (a) | | | 340,087 | | | | 7,312 | | |
Interactive Media & Services (1.1%) | |
Vimeo, Inc. (a) | | | 485,270 | | | | 23,778 | | |
Internet & Direct Marketing Retail (8.0%) | |
Global-e Online Ltd. (Israel) (a) | | | 350,906 | | | | 20,030 | | |
Original BARK Co. (The) (a)(b) | | | 848,285 | | | | 9,399 | | |
Overstock.com, Inc. (a) | | | 836,370 | | | | 77,113 | | |
Stitch Fix, Inc., Class A (a) | | | 1,226,164 | | | | 73,938 | | |
| | | 180,480 | | |
Life Sciences Tools & Services (3.9%) | |
AbCellera Biologics, Inc. (Canada) (a) | | | 267,041 | | | | 5,875 | | |
NanoString Technologies, Inc. (a) | | | 919,242 | | | | 59,558 | | |
Olink Holding AB ADR (Sweden) (a) | | | 314,398 | | | | 10,821 | | |
Seer, Inc. (a)(b) | | | 313,510 | | | | 10,277 | | |
| | | 86,531 | | |
Machinery (0.9%) | |
Desktop Metal, Inc., Class A (a)(b) | | | 1,837,335 | | | | 21,129 | | |
Media (1.6%) | |
Cardlytics, Inc. (a) | | | 277,153 | | | | 35,179 | | |
Metals & Mining (0.7%) | |
MP Materials Corp. (a)(b) | | | 260,572 | | | | 9,605 | | |
Royal Gold, Inc. | | | 46,477 | | | | 5,303 | | |
| | | 14,908 | | |
Pharmaceuticals (0.1%) | |
GH Research PLC (a) | | | 129,927 | | | | 2,823 | | |
Professional Services (1.1%) | |
Upwork, Inc. (a) | | | 412,157 | | | | 24,025 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Inception Portfolio
| | Shares | | Value (000) | |
Real Estate Management & Development (4.7%) | |
Redfin Corp. (a) | | | 1,679,601 | | | $ | 106,504 | | |
Software (13.4%) | |
Anaplan, Inc. (a) | | | 391,256 | | | | 20,854 | | |
Appfolio, Inc., Class A (a) | | | 380,374 | | | | 53,709 | | |
Appian Corp. (a)(b) | | | 273,105 | | | | 37,620 | | |
C3.ai, Inc., Class A (a) | | | 343,695 | | | | 21,491 | | |
Clear Secure, Inc., Class A (a) | | | 581,052 | | | | 18,012 | | |
JFrog Ltd. (a) | | | 659,712 | | | | 30,030 | | |
Latch, Inc. (a)(b) | | | 1,899,157 | | | | 23,303 | | |
MicroStrategy, Inc., Class A (a) | | | 14,480 | | | | 9,622 | | |
Monday.com Ltd. (Israel) (a) | | | 126,385 | | | | 28,258 | | |
Olo, Inc., Class A (a) | | | 624,944 | | | | 23,367 | | |
Smartsheet, Inc., Class A (a) | | | 480,003 | | | | 34,714 | | |
| | | 300,980 | | |
Specialty Retail (5.5%) | |
Party City Holdco, Inc. (a)(b) | | | 5,022,247 | | | | 46,858 | | |
Vroom, Inc. (a) | | | 1,828,843 | | | | 76,555 | | |
| | | 123,413 | | |
Trading Companies & Distributors (0.3%) | |
EVI Industries, Inc. (a) | | | 232,080 | | | | 6,591 | | |
Total Common Stocks (Cost $1,618,527) | | | 1,887,855 | | |
Preferred Stocks (0.7%) | |
Health Care Technology (0.4%) | |
Grand Rounds, Inc. Series B (a)(d)(f) (acquisition cost — $3,362; acquired 7/3/14) | | | 3,269,139 | | | | 8,565 | | |
Internet & Direct Marketing Retail (0.1%) | |
Overstock.com, Inc. Series A-1 | | | 14,625 | | | | 1,243 | | |
Software (0.2%) | |
Lookout, Inc. Series F (a)(d)(f) (acquisition cost — $13,476; acquired 6/17/14) | | | 1,179,743 | | | | 5,356 | | |
Total Preferred Stocks (Cost $16,933) | | | 15,164 | | |
Investment Companies (1.4%) | |
Grayscale Bitcoin Trust (a) | | | 229,763 | | | | 6,849 | | |
Hipgnosis Songs Fund Ltd. | | | 14,932,747 | | | | 25,118 | | |
Total Investment Companies (Cost $36,381) | | | 31,967 | | |
Warrants (0.1%) | |
Internet & Direct Marketing Retail (0.1%) | |
Original BARK Co. (The) expires 5/1/26 (a)(b) (Cost $1,100) | | | 209,825 | | | | 730 | | |
Short-Term Investments (17.5%) | |
Securities held as Collateral on Loaned Securities (2.6%) | |
Investment Company (2.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 49,130,098 | | | | 49,130 | | |
| | Face Amount (000) | | Value (000) | |
Repurchase Agreements (0.4%) | |
HSBC Securities USA, Inc., (0.05%, dated 6/30/21, due 7/1/21; proceeds $2,313; fully collateralized by a U.S. Government obligation; 0.00% due 2/15/23; valued at $2,359) | | $ | 2,313 | | | $ | 2,313 | | |
Merrill Lynch & Co., Inc., (0.05%, dated 6/30/21, due 7/1/21; proceeds $6,477; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 12/30/21 - 8/15/43; valued at $6,606) | | | 6,477 | | | | 6,477 | | |
| | | 8,790 | | |
Total Securities held as Collateral on Loaned Securities (Cost $57,920) | | | 57,920 | | |
| | Shares | | | |
Investment Company (14.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $334,888) | | | 334,887,910 | | | | 334,888 | | |
Total Short-Term Investments (Cost $392,808) | | | 392,808 | | |
Total Investments Excluding Purchased Options (103.9%) (Cost $2,065,749) | | | | | 2,328,524 | | |
Total Purchased Options Outstanding (0.0%) (e) (Cost $3,821) | | | 366 | | |
Total Investments (103.9%) (Cost $2,069,570) Including $59,252 of Securities Loaned (g)(l) | | | 2,328,890 | | |
Liabilities in Excess of Other Assets (–3.9%) | | | (86,467 | ) | |
Net Assets (100.0%) | | $ | 2,242,423 | | |
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Inception Portfolio
The Fund had the following Derivative Contracts — PIPE open at June 30, 2021:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Appreciation (Depreciation) (000) | | % of Net Assets | |
CM Life Sciences, Inc. | | Mount Sinai Genomics, Inc. (d/b/a Sema4) (a)(d)(f)(h)(k) | | $ | 10,793,060 | | |
12/31/21 | | $ | 2,438 | | | | 0.11 | % | |
Good Works Acquisition Corp. | | Cipher Mining Technologies, Inc. (a)(d)(f)(i)(k) | | | 9,274,400 | | |
12/31/21 | | | (2400 | ) | | | (0.11 | ) | |
CM Life Sciences II, Inc. | | SomaLogic, Inc. (a)(d)(f)(j)(k) | | | 6,355,010 | | | 12/31/21 | | | 1,295 | | | | 0.06 | | |
| | | | | | | | | | | | | | $ | 1,333 | | | | 0.06 | % | |
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2021.
(c) Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.
(d) Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The Fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted securities and derivative contracts (excluding 144A holdings) at June 30, 2021 amounts to approximately $24,730,000 and represents 1.1% of net assets.
(e) Amount is less than 0.05%.
(f) At June 30, 2021, the Fund held fair valued securities and derivative contracts valued at approximately $15,254,000, representing 0.7% of net assets. These holdings have been fair valued as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.
(g) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $351,840,000 and the aggregate gross unrealized depreciation is approximately $91,187,000, resulting in net unrealized appreciation of approximately $260,653,000.
(h) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 1,079,306 shares at $10.00 per shares on the settlement date pursuant to the closing of the business combination between Mount Sinai Genomics, Inc., and CM Life Sciences, Inc., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both CM Life Sciences, Inc., and Mount Sinai Genomics, Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to CM Life Sciences, Inc., and Mount Sinai Genomics, Inc.,. The investment is restricted from resale until the settlement date.
(i) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 927,440 shares at $10.00 per shares on the settlement date pursuant to the closing of the business combination between Cipher Mining Technologies, Inc., and Good Works Acquisition Corp., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Good Works Acquisition Corp., and Cipher Mining Technologies, Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Good Works Acquisition Corp., and Cipher Mining Technologies, Inc.,. The investment is restricted from resale until the settlement date.
(j) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 635,501 shares at $10.00 per shares on the settlement date pursuant to the closing of the business combination between SomaLogic, Inc., and CM Life Sciences II, Inc., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both CM Life Sciences II, Inc., and SomaLogic, Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to CM Life Sciences II, Inc., and SomaLogic, Inc.,. The investment is restricted from resale until the settlement date.
(k) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
(l) Securities are available as collateral in connection with securities purchased on a forward commitment basis.
ADR American Depositary Receipt.
TBA To Be Announced.
USD United States Dollar.
PIPE Private Investment in Public Equity.
SPAC Special Purpose Acquisition Company.
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Inception Portfolio
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2021:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
BNP Paribas | | USD/CNH | | CNH | 7.99 | | | Sep-21 | | | 60,263,882 | | | | 60,264 | | | $ | — | @ | | $ | 365 | | | $ | (365 | ) | |
BNP Paribas | | USD/CNH | | CNH | 7.45 | | | Jan-22 | | | 163,712,492 | | | | 163,712 | | | | 68 | | | | 874 | | | | (806 | ) | |
BNP Paribas | | USD/CNH | | CNH | 7.64 | | | Nov-21 | | | 88,360,621 | | | | 88,361 | | | | 9 | | | | 480 | | | | (471 | ) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.57 | | | Mar-22 | | | 365,598,034 | | | | 365,598 | | | | 289 | | | | 1,816 | | | | (1,527 | ) | |
Royal Bank of Scotland | | USD/CNH | | CNH | 8.06 | | | Jul-21 | | | 53,965,809 | | | | 53,966 | | | | — | @ | | | 286 | | | | (286 | ) | |
| | | | | | | | | | | | $ | 366 | | | $ | 3,821 | | | $ | (3,455 | ) | |
@ Amount is less than $500
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 41.3 | % | |
Short-Term Investments | | | 14.8 | | |
Software | | | 13.5 | | |
Internet & Direct Marketing Retail | | | 8.0 | | |
Health Care Providers & Services | | | 6.2 | | |
Biotechnology | | | 5.5 | | |
Specialty Retail | | | 5.4 | | |
Diversified Holding Companies | | | 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, 2021.
** Industries and/or investment types representing less than 5% of total investments.
*** Does not include open PIPE contracts with net unrealized appreciation of approximately $1,333,000.
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $1,666,625) | | $ | 1,926,059 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $402,945) | | | 402,831 | | |
Total Investments in Securities, at Value (Cost $2,069,570) | | | 2,328,890 | | |
Foreign Currency, at Value (Cost $1) | | | 1 | | |
Cash from Securities Lending | | | 1,679 | | |
Receivable for Investments Sold | | | 40,765 | | |
Receivable for Fund Shares Sold | | | 9,799 | | |
Receivable from Securities Lending Income | | | 1,037 | | |
Dividends Receivable | | | 146 | | |
Receivable from Affiliate | | | 2 | | |
Unrealized Appreciation on Derivative Contracts — PIPE | | | 3,733 | | |
Other Assets | | | 902 | | |
Total Assets | | | 2,386,954 | | |
Liabilities: | |
Payable for Investments Purchased | | | 75,167 | | |
Collateral on Securities Loaned, at Value | | | 59,599 | | |
Payable for Advisory Fees | | | 3,923 | | |
Payable for Fund Shares Redeemed | | | 2,262 | | |
Due to Broker | | | 735 | | |
Payable for Shareholder Services Fees — Class A | | | 159 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 2 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 35 | | |
Payable for Administration Fees | | | 136 | | |
Payable for Professional Fees | | | 57 | | |
Payable for Custodian Fees | | | 9 | | |
Payable for Transfer Agency Fees — Class I | | | 1 | | |
Payable for Transfer Agency Fees — Class A | | | 1 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | 1 | | |
Payable for Organization Costs for Subsidiary | | | 3 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Unrealized Depreciation on Derivative Contract — PIPE | | | 2,400 | | |
Other Liabilities | | | 41 | | |
Total Liabilities | | | 144,531 | | |
Net Assets | | $ | 2,242,423 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 1,613,557 | | |
Total Distributable Earnings | | | 628,866 | | |
Net Assets | | $ | 2,242,423 | | |
The accompanying notes are an integral part of the consolidated financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 1,147,810 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 32,787,317 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 35.01 | | |
CLASS A: | |
Net Assets | | $ | 837,113 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 32,653,093 | | |
Net Asset Value, Redemption Price Per Share | | $ | 25.64 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.42 | | |
Maximum Offering Price Per Share | | $ | 27.06 | | |
CLASS L: | |
Net Assets | | $ | 2,876 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 127,843 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 22.50 | | |
CLASS C: | |
Net Assets | | $ | 45,803 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,876,908 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 24.40 | | |
CLASS IS: | |
Net Assets | | $ | 208,821 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 5,906,191 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 35.36 | | |
(1) Including: Securities on Loan, at Value: | | $ | 59,252 | | |
@ 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, 2021 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Income from Securities Loaned — Net | | $ | 2,548 | | |
Dividends from Securities of Unaffiliated Issuers | | | 739 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 12 | | |
Total Investment Income | | | 3,299 | | |
Expenses: | |
Advisory Fees (Note B) | | | 7,801 | | |
Shareholder Services Fees — Class A (Note D) | | | 829 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 11 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 166 | | |
Administration Fees (Note C) | | | 711 | | |
Sub Transfer Agency Fees — Class I | | | 196 | | |
Sub Transfer Agency Fees — Class A | | | 105 | | |
Sub Transfer Agency Fees — Class L | | | 1 | | |
Sub Transfer Agency Fees — Class C | | | 4 | | |
Registration Fees | | | 119 | | |
Professional Fees | | | 65 | | |
Shareholder Reporting Fees | | | 15 | | |
Transfer Agency Fees — Class I (Note E) | | | 4 | | |
Transfer Agency Fees — Class A (Note E) | | | 4 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 12 | | |
Directors' Fees and Expenses | | | 9 | | |
Organization Costs for Subsidiary | | | 3 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 14 | | |
Total Expenses | | | 10,075 | | |
Waiver of Advisory Fees (Note B) | | | (486 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (69 | ) | |
Reimbursement of Class Specific Expenses — Class IS (Note B) | | | (1 | ) | |
Net Expenses | | | 9,519 | | |
Net Investment Loss | | | (6,220 | ) | |
Realized Gain: | |
Investments Sold | | | 307,720 | | |
Foreign Currency Translation | | | 73 | | |
Net Realized Gain | | | 307,793 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 28,005 | | |
Investments in Affiliates | | | (114 | ) | |
Foreign Currency Translation | | | 5 | | |
Derivative Contracts — PIPE | | | 1,333 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 29,229 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 337,022 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 330,802 | | |
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (6,220 | ) | | $ | (1,920 | ) | |
Net Realized Gain | | | 307,793 | | | | 143,288 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 29,229 | | | | 211,934 | | |
Net Increase in Net Assets Resulting from Operations | | | 330,802 | | | | 353,302 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (35,772 | ) | |
Class A | | | — | | | | (21,928 | ) | |
Class L | | | — | | | | (330 | ) | |
Class C | | | — | | | | (1,096 | ) | |
Class IS | | | — | | | | (13,192 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (72,318 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 849,208 | | | | 305,320 | | |
Distributions Reinvested | | | — | | | | 35,721 | | |
Redeemed | | | (358,024 | ) | | | (67,974 | ) | |
Class A: | |
Subscribed | | | 887,658 | | | | 132,778 | | |
Distributions Reinvested | | | — | | | | 21,743 | | |
Redeemed | | | (358,076 | ) | | | (32,925 | ) | |
Class L: | |
Distributions Reinvested | | | — | | | | 329 | | |
Redeemed | | | (536 | ) | | | (250 | ) | |
Class C: | |
Subscribed | | | 32,964 | | | | 8,725 | | |
Distributions Reinvested | | | — | | | | 1,085 | | |
Redeemed | | | (5,099 | ) | | | (330 | ) | |
Class IS: | |
Subscribed | | | 18,481 | | | | 23,748 | | |
Distributions Reinvested | | | — | | | | 13,192 | | |
Redeemed | | | (19,952 | ) | | | (29,678 | ) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 1,046,624 | | | | 411,484 | | |
Redemption Fees | | | 1,657 | | | | 65 | | |
Total Increase in Net Assets | | | 1,379,083 | | | | 692,533 | | |
Net Assets: | |
Beginning of Period | | | 863,340 | | | | 170,807 | | |
End of Period | | $ | 2,242,423 | | | $ | 863,340 | | |
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 25,704 | | | | 15,383 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,480 | | |
Shares Redeemed | | | (11,149 | ) | | | (3,910 | ) | |
Net Increase in Class I Shares Outstanding | | | 14,555 | | | | 12,953 | | |
Class A: | |
Shares Subscribed | | | 35,536 | | | | 8,307 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,228 | | |
Shares Redeemed | | | (15,173 | ) | | | (2,547 | ) | |
Net Increase in Class A Shares Outstanding | | | 20,363 | | | | 6,988 | | |
Class L: | |
Shares Issued on Distributions Reinvested | | | — | | | | 21 | | |
Shares Redeemed | | | (27 | ) | | | (26 | ) | |
Net Decrease in Class L Shares Outstanding | | | (27 | ) | | | (5 | ) | |
Class C: | |
Shares Subscribed | | | 1,406 | | | | 578 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 64 | | |
Shares Redeemed | | | (229 | ) | | | (26 | ) | |
Net Increase in Class C Shares Outstanding | | | 1,177 | | | | 616 | | |
Class IS: | |
Shares Subscribed | | | 545 | | | | 1,580 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 541 | | |
Shares Redeemed | | | (624 | ) | | | (1,869 | ) | |
Net Increase (Decrease) in Class IS Shares Outstanding | | | (79 | ) | | | 252 | | |
* Not consolidated.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Inception Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 25.48 | | | $ | 11.19 | | | $ | 9.62 | | | $ | 10.90 | | | $ | 13.26 | | | $ | 13.75 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.09 | ) | | | (0.10 | ) | | | 0.01 | | | | (0.05 | ) | | | (0.11 | ) | | | 0.00 | (4) | |
Net Realized and Unrealized Gain (Loss) | | | 9.59 | | | | 16.84 | | | | 3.50 | | | | 0.16 | | | | 2.91 | | | | (0.05 | ) | |
Total from Investment Operations | | | 9.50 | | | | 16.74 | | | | 3.51 | | | | 0.11 | | | | 2.80 | | | | (0.05 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | | | (5.16 | ) | | | (0.44 | ) | |
Redemption Fees | | | 0.03 | | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 35.01 | | | $ | 25.48 | | | $ | 11.19 | | | $ | 9.62 | | | $ | 10.90 | | | $ | 13.26 | | |
Total Return(5) | | | 37.32 | %(9) | | | 150.57 | % | | | 37.11 | % | | | 0.29 | % | | | 21.87 | % | | | (0.35 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,147,810 | | | $ | 464,639 | | | $ | 59,092 | | | $ | 60,777 | | | $ | 141,954 | | | $ | 305,945 | | |
Ratio of Expenses Before Expense Limitation | | | 1.03 | %(10) | | | 1.18 | % | | | 1.21 | % | | | 1.17 | % | | | 1.20 | % | | | 1.17 | % | |
Ratio of Expenses After Expense Limitation | | | 0.97 | %(6)(10) | | | 0.99 | %(6) | | | 0.99 | %(6) | | | 0.98 | %(6) | | | 0.99 | %(6) | | | 1.02 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.99 | %(6) | | | N/A | | | | 0.98 | %(6) | | | 0.99 | %(6) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.59 | )%(6)(10) | | | (0.54 | )%(6) | | | 0.09 | %(6) | | | (0.41 | )%(6) | | | (0.77 | )%(6) | | | 0.02 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(10) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 72 | %(9) | | | 132 | % | | | 99 | % | | | 79 | % | | | 97 | % | | | 51 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Effective July 1, 2016, 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, 2016, the maximum ratio was 1.05% for Class I shares.
(8) Amount is less than 0.005%.
(9) Not annualized.
(10) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Inception Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 18.68 | | | $ | 8.51 | | | $ | 7.68 | | | $ | 8.99 | | | $ | 11.72 | | | $ | 12.25 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.10 | ) | | | (0.10 | ) | | | (0.02 | ) | | | (0.07 | ) | | | (0.14 | ) | | | (0.04 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 7.04 | | | | 12.72 | | | | 2.79 | | | | 0.15 | | | | 2.57 | | | | (0.05 | ) | |
Total from Investment Operations | | | 6.94 | | | | 12.62 | | | | 2.77 | | | | 0.08 | | | | 2.43 | | | | (0.09 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | | | (5.16 | ) | | | (0.44 | ) | |
Redemption Fees | | | 0.02 | | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 25.64 | | | $ | 18.68 | | | $ | 8.51 | | | $ | 7.68 | | | $ | 8.99 | | | $ | 11.72 | | |
Total Return(5) | | | 37.21 | %(9) | | | 149.86 | % | | | 36.71 | % | | | 0.02 | % | | | 21.57 | % | | | (0.73 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 837,113 | | | $ | 229,641 | | | $ | 45,097 | | | $ | 34,166 | | | $ | 40,531 | | | $ | 87,864 | | |
Ratio of Expenses Before Expense Limitation | | | 1.27 | %(10) | | | 1.44 | % | | | 1.52 | % | | | 1.44 | % | | | 1.51 | % | | | 1.45 | % | |
Ratio of Expenses After Expense Limitation | | | 1.21 | %(6)(10) | | | 1.25 | %(6) | | | 1.29 | %(6) | | | 1.25 | %(6) | | | 1.34 | %(6) | | | 1.37 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.25 | %(6) | | | N/A | | | | 1.25 | %(6) | | | 1.34 | %(6) | | | N/A | | |
Ratio of Net Investment Loss | | | (0.85 | )%(6)(10) | | | (0.80 | )%(6) | | | (0.23 | )%(6) | | | (0.69 | )%(6) | | | (1.12 | )%(6) | | | (0.35 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(10) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 72 | %(9) | | | 132 | % | | | 99 | % | | | 79 | % | | | 97 | % | | | 51 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Effective July 1, 2016, 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, 2016, the maximum ratio was 1.40% for Class A shares.
(8) Amount is less than 0.005%.
(9) Not annualized.
(10) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Inception Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 16.45 | | | $ | 7.65 | | | $ | 7.10 | | | $ | 8.46 | | | $ | 11.34 | | | $ | 11.92 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.15 | ) | | | (0.16 | ) | | | (0.07 | ) | | | (0.11 | ) | | | (0.19 | ) | | | (0.10 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 6.18 | | | | 11.41 | | | | 2.56 | | | | 0.14 | | | | 2.47 | | | | (0.04 | ) | |
Total from Investment Operations | | | 6.03 | | | | 11.25 | | | | 2.49 | | | | 0.03 | | | | 2.28 | | | | (0.14 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | | | (5.16 | ) | | | (0.44 | ) | |
Redemption Fees | | | 0.02 | | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 22.50 | | | $ | 16.45 | | | $ | 7.65 | | | $ | 7.10 | | | $ | 8.46 | | | $ | 11.34 | | |
Total Return | | | 36.72 | %(5)(10) | | | 148.82 | %(6) | | | 35.91 | %(5) | | | (0.58 | )%(5) | | | 20.95 | %(5) | | | (1.17 | )%(5) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 2,876 | | | $ | 2,543 | | | $ | 1,218 | | | $ | 1,157 | | | $ | 1,310 | | | $ | 1,524 | | |
Ratio of Expenses Before Expense Limitation | | | 1.87 | %(11) | | | 2.10 | % | | | 2.15 | % | | | 2.07 | % | | | 2.27 | % | | | 2.21 | % | |
Ratio of Expenses After Expense Limitation | | | 1.80 | %(7)(11) | | | 1.84 | %(7) | | | 1.84 | %(7) | | | 1.84 | %(7) | | | 1.84 | %(7) | | | 1.87 | %(7)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.84 | %(7) | | | N/A | | | | 1.84 | %(7) | | | 1.84 | %(7) | | | N/A | | |
Ratio of Net Investment Loss | | | (1.42 | )%(7)(11) | | | (1.43 | )%(7) | | | (0.78 | )%(7) | | | (1.28 | )%(7) | | | (1.61 | )%(7) | | | (0.88 | )%(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(11) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(9) | |
Portfolio Turnover Rate | | | 72 | %(10) | | | 132 | % | | | 99 | % | | | 79 | % | | | 97 | % | | | 51 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) Calculated using the NAV for US GAAP financial reporting purposes and as such differs from the total return presented in the Investment Overview.
(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 July 1, 2016, 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, 2016, the maximum ratio was 1.90% for Class L shares.
(9) Amount is less than 0.005%.
(10) Not annualized.
(11) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Inception Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from May 31, 2017(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | December 31, 2017(1) | |
Net Asset Value, Beginning of Period | | $ | 17.85 | | | $ | 8.24 | | | $ | 7.55 | | | $ | 8.93 | | | $ | 13.59 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.18 | ) | | | (0.22 | ) | | | (0.10 | ) | | | (0.03 | ) | | | (0.13 | ) | |
Net Realized and Unrealized Gain | | | 6.71 | | | | 12.28 | | | | 2.73 | | | | 0.04 | | | | 0.63 | | |
Total from Investment Operations | | | 6.53 | | | | 12.06 | | | | 2.63 | | | | 0.01 | | | | 0.50 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | | | (5.16 | ) | |
Redemption Fees | | | 0.02 | | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 24.40 | | | $ | 17.85 | | | $ | 8.24 | | | $ | 7.55 | | | $ | 8.93 | | |
Total Return(5) | | | 36.64 | %(8) | | | 147.97 | % | | | 35.48 | % | | | (0.78 | )% | | | 4.36 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 45,803 | | | $ | 12,494 | | | $ | 688 | | | $ | 116 | | | $ | 30 | | |
Ratio of Expenses Before Expense Limitation | | | 2.02 | %(9) | | | 2.26 | % | | | 2.75 | % | | | 4.73 | % | | | 21.29 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 1.96 | %(6)(9) | | | 2.07 | %(6) | | | 2.09 | %(6) | | | 2.09 | %(6) | | | 2.10 | %(6)(9) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.07 | %(6) | | | N/A | | | | 2.09 | %(6) | | | 2.10 | %(6)(9) | |
Ratio of Net Investment Loss | | | (1.58 | )%(6)(9) | | | (1.61 | )%(6) | | | (0.99 | )%(6) | | | (1.50 | )%(6) | | | (1.82 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(7)(9) | |
Portfolio Turnover Rate | | | 72 | %(8) | | | 132 | % | | | 99 | % | | | 79 | % | | | 97 | % | |
(1) Not consolidated.
(2) Commencement of Offering.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Inception Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 25.73 | | | $ | 11.29 | | | $ | 9.69 | | | $ | 10.96 | | | $ | 13.29 | | | $ | 13.77 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.09 | ) | | | (0.08 | ) | | | 0.01 | | | | (0.04 | ) | | | (0.10 | ) | | | 0.01 | | |
Net Realized and Unrealized Gain (Loss) | | | 9.69 | | | | 16.97 | | | | 3.53 | | | | 0.16 | | | | 2.93 | | | | (0.05 | ) | |
Total from Investment Operations | | | 9.60 | | | | 16.89 | | | | 3.54 | | | | 0.12 | | | | 2.83 | | | | (0.04 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (2.45 | ) | | | (1.94 | ) | | | (1.39 | ) | | | (5.16 | ) | | | (0.44 | ) | |
Redemption Fees | | | 0.03 | | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 35.36 | | | $ | 25.73 | | | $ | 11.29 | | | $ | 9.69 | | | $ | 10.96 | | | $ | 13.29 | | |
Total Return(5) | | | 37.35 | %(9) | | | 150.79 | % | | | 37.04 | % | | | 0.38 | % | | | 22.08 | % | | | (0.28 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 208,821 | | | $ | 154,023 | | | $ | 64,712 | | | $ | 110,919 | | | $ | 129,126 | | | $ | 361,586 | | |
Ratio of Expenses Before Expense Limitation | | | 0.99 | %(10) | | | 1.11 | % | | | 1.15 | % | | | 1.11 | % | | | 1.09 | % | | | 1.03 | % | |
Ratio of Expenses After Expense Limitation | | | 0.92 | %(6)(10) | | | 0.92 | %(6) | | | 0.92 | %(6) | | | 0.92 | %(6) | | | 0.92 | %(6) | | | 0.95 | %(6)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.92 | %(6) | | | N/A | | | | 0.92 | %(6) | | | 0.92 | %(6) | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.54 | )%(6)(10) | | | (0.49 | )%(6) | | | 0.12 | %(6) | | | (0.36 | )%(6) | | | (0.71 | )%(6) | | | 0.08 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.01 | %(10) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(8) | |
Portfolio Turnover Rate | | | 72 | %(9) | | | 132 | % | | | 99 | % | | | 79 | % | | | 97 | % | | | 51 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Effective July 1, 2016, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.93% for Class IS shares. Prior to July 1, 2016, the maximum ratio was 0.98% for Class IS shares.
(8) Amount is less than 0.005%.
(9) Not annualized.
(10) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Inception Portfolio. The Fund seeks long-term capital appreciation by investing primarily in growth-oriented equity securities of small capitalization companies.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class IS. 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 5, 2021, the Fund suspended offering of Class I, Class A, Class C and Class IS shares to new investors.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Inception Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation. As of June 30, 2021, the Subsidiary represented approximately $8,452,000 or approximately 0.38% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (5) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as
of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (7) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (8) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
(unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
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 | | $ | 35,004 | | | $ | — | | | $ | — | | | $ | 35,004 | | |
Biotechnology | | | 125,014 | | | | — | | | | — | | | | 125,014 | | |
Chemicals | | | 24,011 | | | | — | | | | — | | | | 24,011 | | |
Diversified Holding Companies | | | 119,739 | | | | — | | | | — | | | | 119,739 | | |
Diversified Telecommunication Services | | | 53,198 | | | | — | | | | — | | | | 53,198 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Entertainment | | $ | 83,026 | | | $ | — | | | $ | — | | | $ | 83,026 | | |
Food Products | | | 40,040 | | | | — | | | | — | | | | 40,040 | | |
Health Care Equipment & Supplies | | | 74,947 | | | | — | | | | — | | | | 74,947 | | |
Health Care Providers & Services | | | 132,403 | | | | 9,476 | | | | — | | | | 141,879 | | |
Health Care Technology | | | 73,460 | | | | — | | | | — | | | | 73,460 | | |
Household Durables | | | 98,665 | | | | — | | | | — | | | | 98,665 | | |
Information Technology Services | | | 85,219 | | | | — | | | | — | | | | 85,219 | | |
Insurance | | | 7,312 | | | | — | | | | — | | | | 7,312 | | |
Interactive Media & Services | | | 23,778 | | | | — | | | | — | | | | 23,778 | | |
Internet & Direct Marketing Retail | | | 180,480 | | | | — | | | | — | | | | 180,480 | | |
Life Sciences Tools & Services | | | 86,531 | | | | — | | | | — | | | | 86,531 | | |
Machinery | | | 21,129 | | | | — | | | | — | | | | 21,129 | | |
Media | | | 35,179 | | | | — | | | | — | | | | 35,179 | | |
Metals & Mining | | | 14,908 | | | | — | | | | — | | | | 14,908 | | |
Pharmaceuticals | | | 2,823 | | | | — | | | | — | | | | 2,823 | | |
Professional Services | | | 24,025 | | | | — | | | | — | | | | 24,025 | | |
Real Estate Management & Development | | | 106,504 | | | | — | | | | — | | | | 106,504 | | |
Software | | | 300,980 | | | | — | | | | — | | | | 300,980 | | |
Specialty Retail | | | 123,413 | | | | — | | | | — | | | | 123,413 | | |
Trading Companies & Distributors | | | 6,591 | | | | — | | | | — | | | | 6,591 | | |
Total Common Stocks | | | 1,878,379 | | | | 9,476 | | | | — | | | | 1,887,855 | | |
Preferred Stocks | |
Health Care Technology | | | — | | | | — | | | | 8,565 | | | | 8,565 | | |
Internet & Direct Marketing Retail | | | 1,243 | | | | — | | | | — | | | | 1,243 | | |
Software | | | — | | | | — | | | | 5,356 | | | | 5,356 | | |
Total Preferred Stocks | | | 1,243 | | | | — | | | | 13,921 | | | | 15,164 | | |
Investment Companies | | | 31,967 | | | | — | | | | — | | | | 31,967 | | |
Warrants | | | 730 | | | | — | | | | — | | | | 730 | | |
Call Option Purchased | | | — | | | | 366 | | | | — | | | | 366 | | |
Short-Term Investments | |
Investment Company | | | 384,018 | | | | — | | | | — | | | | 384,018 | | |
Repurchase Agreements | | | — | | | | 8,790 | | | | — | | | | 8,790 | | |
Total Short-Term Investments | | | 384,018 | | | | 8,790 | | | | — | | | | 392,808 | | |
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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) | |
Derivative Contracts — PIPE | | $ | — | | | $ | — | | | $ | 3,733 | | | $ | 3,733 | | |
Total Assets | | | 2,296,337 | | | | 18,632 | | | | 17,654 | | | | 2,332,623 | | |
Liabilities: | |
Derivative Contract — PIPE | | | — | | | | — | | | | (2,400 | ) | | | (2,400 | ) | |
Total | | $ | 2,296,337 | | | $ | 18,632 | | | $ | 15,254 | | | $ | 2,330,223 | | |
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:
Inception | | Preferred Stocks (000) | | Derivative Contracts — PIPE (000) | |
Beginning Balance | | $ | 12,647 | | | $ | — | | |
Purchases | | | — | | | | — | | |
Sales | | | — | | | | — | | |
PIPE transactions | | | — | | | | 1,333 | | |
Amortization of discount | | | — | | | | — | | |
Transfers in | | | — | | | | — | | |
Transfers out | | | — | | | | — | | |
Corporate actions | | | — | | | | — | | |
Change in unrealized appreciation (depreciation) | | | 1,274 | | | | — | | |
Realized gains (losses) | | | — | | | | — | | |
Ending Balance | | $ | 13,921 | | | $ | 1,333 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2021 | | $ | 1,274 | | | $ | 1,333 | | |
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, 2021. 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, 2021.
| | Fair Value at June 30, 2021 (000) | | Valuation Technique | | Unobservable Input | | Amount or Range/ Weighted Average* | | Impact to Valuation from an Increase in Input** | |
Preferred Stocks | | $ | 13,921 | | | Discounted Cash Flow | | Weighted Average Cost of Capital | | | 11.0%–13.5%/12.3% | | | Decrease | |
| | | | | | Perpetual Growth Rate | | | 3.0%–4.0%/3.5% | | | Increase | |
| | | | Market Comparable Companies | | Enterprise Value/ Revenue | | | 2.9x–41.3x/8.6x | | | Increase | |
| | | | | | Discount for Lack of Marketability | | | 8.0%–16.0%/12.9% | | | Decrease | |
| | | | Comparable Transactions | | Enterprise Value/Revenue | | | 3.8x | | | Increase | |
PIPE | | $ | 1,333 | | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | | 10.5%–25.5%/15.2% | | | 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
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition
of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying 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
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving un-
expectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2021, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Consolidated Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2021:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 366 | (a) | |
PIPE | | Unrealized Appreciation on Derivative Contracts — PIPE | |
Equity Risk | | |
3,733 | | |
Total | | | | | | $ | 4,099 | | |
| | Liability Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Depreciation on Derivative Contract — PIPE | |
Equity Risk | | $ | (2,400 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2021 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (385 | )(b) | |
(b) Amounts are included in Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (2,275 | )(c) | |
Equity Risk | | Derivative Contracts — PIPE | | | 1,333 | | |
Total | | | | $ | (942 | ) | |
(c) Amounts are included in Investments in the Consolidated Statement of Operations.
At June 30, 2021, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets (000) | | Liabilities (000) | |
Purchased Options | | $ | 366 | (a)(d) | | $ | — | | |
Derivative Contracts — PIPE | | | 3,733 | (e) | | | (2,400 | )(e) | |
Total | | $ | 4,099 | | | $ | (2,400 | ) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
(e) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The following table present derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2021:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received(f) (000) | | Net Amount not less (than $0) (000) | |
BNP Paribas | | $ | 77 | | | $ | — | | | $ | (77 | ) | | $ | 0 | | |
Goldman Sachs International | | | 289 | | | | — | | | | (289 | ) | | | 0 | | |
Royal Bank of Scotland | | | — | @ | | | — | | | | (— | @) | | | 0 | | |
Total | | $ | 366 | | | $ | — | | | $ | (366 | ) | | $ | 0 | | |
@ Value is less than $500.
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(f) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization."
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | $ | 632,810,000 | | |
Derivative Contracts — PIPE: | |
Average monthly notional amount | | $ | 26,875,000 | | |
6. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees,
less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Consolidated Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2021:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 59,252 | (g) | | $ | — | | | $ | (59,252 | )(h)(i) | | $ | 0 | | |
(g) Represents market value of loaned securities at period end.
(h) The Fund received cash collateral of approximately $59,599,000, of which approximately $57,920,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments. As of June 30, 2021, there was uninvested cash of approximately $1,679,000, which is not reflected in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $1,747,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Consolidated Portfolio of Investments.
(i) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
contractual maturity of those transactions as of June 30, 2021:
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 | | $ | 59,545 | | | $ | — | | | $ | — | | | $ | — | | | $ | 59,545 | | |
Warrants | | | 54 | | | | — | | | | — | | | | — | | | | 54 | | |
Total Borrowings | | $ | 59,599 | | | $ | — | | | $ | — | | | $ | — | | | $ | 59,599 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 59,599 | | |
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 IS shares, which is paid directly to the Fund, for shares redeemed or exchanged within thirty days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading. These fees, if any, are included in the Consolidated Statements of Changes in Net Assets.
9. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims
or losses pursuant to these contracts and expects the risk of loss to be remote.
10. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
11. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. 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, 2021, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.82% 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%
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
for Class IS 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, 2021, approximately $486,000 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, 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 shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $2,004,834,000 and $1,121,374,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, advisory fees paid were reduced by approximately $69,000 relating to the Fund's investment in the Liquidity Funds.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 is as follows:
Affiliated Investment Company/Issuer | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 165,694 | | | $ | 1,235,906 | | | $ | 1,017,582 | | | $ | 12 | | |
Dynamics Special Purpose Corp., Class A | | | — | | | | 18,927 | | | | — | | | | — | | |
| | $ | 165,694 | | | $ | 1,254,833 | | | $ | 1,017,582 | | | $ | 12 | | |
Affiliated Investment Company/Issuer (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 384,018 | | |
Dynamics Special Purpose Corp., Class A | | | — | | | | (114 | ) | | | 18,813 | | |
| | $ | — | | | $ | (114 | ) | | $ | 402,831 | | |
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, 2021, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income
and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 40,292 | | | $ | 32,026 | | | $ | 4,250 | | | $ | 26,362 | | |
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, 2020.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
At December 31, 2020, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | 36,022 | | | $ | 34,239 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 34.7%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global
market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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-, two- 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 performance, management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
31
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
32
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
33
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
U.S. Customer Privacy Notice April 2021
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
34
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
35
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
U.S. Customer Privacy Notice (cont'd) April 2021
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market | |
Other Important Information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
36
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
37
Printed in U.S.A.
This Report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus.
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFISCGSAN
3689410 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
International Advantage Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 8 | | |
Consolidated Statements of Changes in Net Assets | | | 9 | | |
Consolidated Financial Highlights | | | 11 | | |
Notes to Consolidated Financial Statements | | | 16 | | |
Investment Advisory Agreement Approval | | | 26 | | |
Liquidity Risk Management Program | | | 28 | | |
U.S. Customer Privacy Notice | | | 29 | | |
Director and Officer Information | | | 32 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,097.60 | | | $ | 1,020.08 | | | $ | 4.94 | | | $ | 4.76 | | | | 0.95 | % | |
International Advantage Portfolio Class A | | | 1,000.00 | | | | 1,096.30 | | | | 1,018.70 | | | | 6.39 | | | | 6.16 | | | | 1.23 | | |
International Advantage Portfolio Class L | | | 1,000.00 | | | | 1,093.20 | | | | 1,015.62 | | | | 9.60 | | | | 9.25 | | | | 1.85 | | |
International Advantage Portfolio Class C | | | 1,000.00 | | | | 1,092.50 | | | | 1,015.17 | | | | 10.07 | | | | 9.69 | | | | 1.94 | | |
International Advantage Portfolio Class IS | | | 1,000.00 | | | | 1,098.20 | | | | 1,020.48 | | | | 4.53 | | | | 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, 2021 (unaudited)
Consolidated Portfolio of Investments
International Advantage Portfolio
| | Shares | | Value (000) | |
Common Stocks (94.5%) | |
Australia (3.3%) | |
Brookfield Infrastructure Partners LP | | | 3,398,532 | | | $ | 188,788 | | |
Canada (7.4%) | |
Brookfield Asset Management, Inc., Class A | | | 3,987,000 | | | | 203,257 | | |
Canada Goose Holdings, Inc. (See Note G) (a) | | | 4,878,785 | | | | 213,398 | | |
| | | 416,655 | | |
China (6.6%) | |
Alibaba Group Holding Ltd. ADR (a) | | | 446,559 | | | | 101,270 | | |
Foshan Haitian Flavouring & Food Co., Ltd., Class A | | | 9,461,280 | | | | 188,817 | | |
TAL Education Group ADR (a) | | | 3,299,079 | | | | 83,236 | | |
| | | 373,323 | | |
Denmark (10.0%) | |
Chr Hansen Holding A/S | | | 1,308,564 | | | | 118,102 | | |
DSV Panalpina A/S | | | 1,920,624 | | | | 447,903 | | |
| | | 566,005 | | |
France (10.4%) | |
Dassault Systemes SE | | | 396,889 | | | | 96,240 | | |
Hermes International | | | 262,260 | | | | 382,033 | | |
Pernod Ricard SA | | | 501,005 | | | | 111,209 | | |
| | | 589,482 | | |
Germany (1.8%) | |
Adidas AG | | | 273,432 | | | | 101,773 | | |
Hong Kong (2.8%) | |
AIA Group Ltd. | | | 12,556,500 | | | | 156,061 | | |
India (6.0%) | |
HDFC Bank Ltd. | | | 13,192,707 | | | | 265,860 | | |
Kotak Mahindra Bank Ltd. (a) | | | 3,105,827 | | | | 71,278 | | |
| | | 337,138 | | |
Italy (6.9%) | |
Davide Campari-Milano N.V. | | | 9,257,245 | | | | 123,983 | | |
Moncler SpA | | | 3,941,919 | | | | 266,706 | | |
| | | 390,689 | | |
Japan (7.3%) | |
Change, Inc. (a) | | | 1,135,200 | | | | 30,502 | | |
Keyence Corp. | | | 488,300 | | | | 246,446 | | |
Pigeon Corp. | | | 4,853,100 | | | | 136,732 | | |
| | | 413,680 | | |
Netherlands (7.9%) | |
Adyen N.V. (a) | | | 55,085 | | | | 134,586 | | |
ASML Holding N.V. | | | 456,358 | | | | 313,529 | | |
| | | 448,115 | | |
| | Shares | | Value (000) | |
Sweden (3.8%) | |
Evolution AB | | | 817,183 | | | $ | 129,136 | | |
Vitrolife AB | | | 2,024,110 | | | | 84,104 | | |
| | | 213,240 | | |
Switzerland (6.8%) | |
Chocoladefabriken Lindt & Spruengli AG (Registered) | | | 1,005 | | | | 105,252 | | |
Kuehne & Nagel International AG (Registered) | | | 344,440 | | | | 117,860 | | |
Straumann Holding AG (Registered) | | | 100,398 | | | | 160,051 | | |
| | | 383,163 | | |
Taiwan (4.4%) | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | | 2,056,920 | | | | 247,160 | | |
United Kingdom (4.8%) | |
Diageo PLC | | | 1,785,480 | | | | 85,481 | | |
Rightmove PLC | | | 20,338,831 | | | | 182,707 | | |
| | | 268,188 | | |
United States (4.3%) | |
Brookfield Asset Management Reinsurance Partners Ltd., Class A (a) | | | 27,497 | | | | 1,430 | | |
EPAM Systems, Inc. (a) | | | 475,348 | | | | 242,884 | | |
| | | 244,314 | | |
Total Common Stocks (Cost $3,561,690) | | | 5,337,774 | | |
Investment Company (0.3%) | |
Grayscale Bitcoin Trust (a) (Cost $31,144) | | | 619,363 | | | | 18,463 | | |
Short-Term Investment (4.9%) | |
Investment Company (4.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $274,433) | | | 274,433,013 | | | | 274,433 | | |
Total Investments (99.7%) (Cost $3,867,267) (b)(g) | | | 5,630,670 | | |
Other Assets in Excess of Liabilities (0.3%) | | | 15,843 | | |
Net Assets (100.0%) | | $ | 5,646,513 | | |
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.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
International Advantage Portfolio
The Fund had the following Derivative Contract — PIPE open at June 30, 2021:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Appreciation (000) | | % of Net Assets | |
Altimeter Growth Corp. | | Grab Holdings, Inc. (a)(c)(d)(e)(f) | | $ | 40,096,310 | | | 12/31/21 | | $ | 2,125 | | | | 0.04 | % | |
(a) Non-income producing security.
(b) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $1,926,526,000 and the aggregate gross unrealized depreciation is approximately $160,998,000, resulting in net unrealized appreciation of approximately $1,765,528,000.
(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 derivative contract (excluding 144A holdings) at June 30, 2021 amounts to approximately $2,125,000 and represents less than 0.05% of net assets.
(d) At June 30, 2021, the Fund held a fair valued derivative contract valued at approximately $2,125,000 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.
(e) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 4,009,631 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between Grab Holdings, Inc., and Altimeter Growth Corp., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Altimeter Growth Corp., and Grab Holdings, Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Altimeter Growth Corp., and Grab Holdings, Inc. The investment is restricted from resale until the settlement date.
(f) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
(g) Securities are available for collateral in connection with securities purchased on a forward commitment.
ADR American Depositary Receipt.
PIPE Private Investment in Public Equity.
SPAC Special Purpose Acquisition Company.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 40.8 | % | |
Textiles, Apparel & Luxury Goods | | | 17.1 | | |
Semiconductors & Semiconductor Equipment | | | 10.0 | | |
Air Freight & Logistics | | | 8.0 | | |
Information Technology Services | | | 7.2 | | |
Banks | | | 6.0 | | |
Beverages | | | 5.7 | | |
Food Products | | | 5.2 | | |
Total Investments | | | 100.0 | %** | |
* Industries and/or investment types representing less than 5% of total investments.
** Does not include an open PIPE contract with total unrealized appreciation of approximately $2,125,000.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
International Advantage Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $3,460,296) | | $ | 5,142,839 | | |
Investment in Securities of Affiliated Issuers, at Value (Cost $406,971) | | | 487,831 | | |
Total Investments in Securities, at Value (Cost $3,867,267) | | | 5,630,670 | | |
Foreign Currency, at Value (Cost $11,831) | | | 11,764 | | |
Cash | | | 1,517 | | |
Receivable for Fund Shares Sold | | | 16,382 | | |
Dividends Receivable | | | 3,327 | | |
Tax Reclaim Receivable | | | 2,515 | | |
Receivable from Affiliate | | | 2 | | |
Unrealized Appreciation on Derivative Contract — PIPE | | | 2,125 | | |
Other Assets | | | 433 | | |
Total Assets | | | 5,668,735 | | |
Liabilities: | |
Payable for Advisory Fees | | | 10,144 | | |
Deferred Capital Gain Country Tax | | | 8,343 | | |
Payable for Fund Shares Redeemed | | | 2,842 | | |
Payable for Administration Fees | | | 367 | | |
Payable for Custodian Fees | | | 186 | | |
Payable for Shareholder Services Fees — Class A | | | 143 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 28 | | |
Payable for Professional Fees | | | 44 | | |
Payable for Transfer Agency Fees — Class I | | | 34 | | |
Payable for Transfer Agency Fees — Class A | | | 4 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class IS | | | — | @ | |
Payable for Organization Costs for Subsidiary | | | 15 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Other Liabilities | | | 71 | | |
Total Liabilities | | | 22,222 | | |
Net Assets | | $ | 5,646,513 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 3,813,857 | | |
Total Distributable Earnings | | | 1,832,656 | | |
Net Assets | | $ | 5,646,513 | | |
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
International Advantage Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 4,709,921 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 158,621,689 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 29.69 | | |
CLASS A: | |
Net Assets | | $ | 697,862 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 23,948,582 | | |
Net Asset Value, Redemption Price Per Share | | $ | 29.14 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.61 | | |
Maximum Offering Price Per Share | | $ | 30.75 | | |
CLASS L: | |
Net Assets | | $ | 378 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 13,487 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 28.03 | | |
CLASS C: | |
Net Assets | | $ | 34,882 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,262,706 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 27.62 | | |
CLASS IS: | |
Net Assets | | $ | 203,470 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 6,839,116 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 29.75 | | |
@ 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, 2021 (unaudited)
International Advantage Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $3,208 of Foreign Taxes Withheld) | | $ | 23,409 | | |
Non-Cash Dividends from Securities of Unaffiliated Issuers | | | 1,457 | | |
Dividends from Security of Affiliated Issuers (Note G) | | | 14 | | |
Income from Securities Loaned — Net | | | 1 | | |
Total Investment Income | | | 24,881 | | |
Expenses: | |
Advisory Fees (Note B) | | | 19,231 | | |
Sub Transfer Agency Fees — Class I | | | 1,759 | | |
Sub Transfer Agency Fees — Class A | | | 378 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 9 | | |
Administration Fees (Note C) | | | 2,025 | | |
Shareholder Services Fees — Class A (Note D) | | | 805 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 1 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 148 | | |
Custodian Fees (Note F) | | | 323 | | |
Registration Fees | | | 153 | | |
Transfer Agency Fees — Class I (Note E) | | | 90 | | |
Transfer Agency Fees — Class A (Note E) | | | 7 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 2 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Professional Fees | | | 61 | | |
Shareholder Reporting Fees | | | 51 | | |
Directors' Fees and Expenses | | | 27 | | |
Organization Costs for Subsidiary | | | 15 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 40 | | |
Total Expenses | | | 25,128 | | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (85 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (1 | ) | |
Net Expenses | | | 25,042 | | |
Net Investment Loss | | | (161 | ) | |
Realized Gain (Loss): | |
Investments Sold (Net of $466 of Capital Gain Country Tax) | | | 73,518 | | |
Foreign Currency Translation | | | (260 | ) | |
Net Realized Gain | | | 73,258 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $2,912) | | | 331,427 | | |
Investments in Affiliates | | | 67,633 | | |
Foreign Currency Translation | | | (176 | ) | |
Derivative Contracts — PIPE | | | 2,125 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 401,009 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 474,267 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 474,106 | | |
@ 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, 2021
International Advantage Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (161 | ) | | $ | (10,963 | ) | |
Net Realized Gain | | | 73,258 | | | | 8,518 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 401,009 | | | | 1,023,199 | | |
Net Increase in Net Assets Resulting from Operations | | | 474,106 | | | | 1,020,754 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (1,584 | ) | |
Class A | | | — | | | | (247 | ) | |
Class C | | | — | | | | (11 | ) | |
Class L | | | — | | | | (— | @) | |
Class IS | | | — | | | | (36 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (1,878 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 867,961 | | | | 1,715,375 | | |
Distributions Reinvested | | | — | | | | 1,565 | | |
Redeemed | | | (396,165 | ) | | | (634,403 | ) | |
Class A: | |
Subscribed | | | 132,988 | | | | 230,781 | | |
Distributions Reinvested | | | — | | | | 247 | | |
Redeemed | | | (84,664 | ) | | | (154,359 | ) | |
Class L: | |
Exchanged | | | — | | | | 50 | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | (5 | ) | | | (5 | ) | |
Class C: | |
Subscribed | | | 9,394 | | | | 6,350 | | |
Distributions Reinvested | | | — | | | | 11 | | |
Redeemed | | | (1,993 | ) | | | (4,795 | ) | |
Class IS: | |
Subscribed | | | 97,961 | | | | 98,784 | | |
Distributions Reinvested | | | — | | | | 9 | | |
Redeemed | | | (6,967 | ) | | | (23,225 | ) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 618,510 | | | | 1,236,385 | | |
Redemption Fees | | | — | @ | | | — | | |
Total Increase in Net Assets | | | 1,092,616 | | | | 2,255,261 | | |
Net Assets: | |
Beginning of Period | | | 4,553,897 | | | | 2,298,636 | | |
End of Period | | $ | 5,646,513 | | | $ | 4,553,897 | | |
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
International Advantage Portfolio
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 30,621 | | | | 79,907 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 59 | | |
Shares Redeemed | | | (14,022 | ) | | | (30,862 | ) | |
Net Increase in Class I Shares Outstanding | | | 16,599 | | | | 49,104 | | |
Class A: | |
Shares Subscribed | | | 4,843 | | | | 10,972 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 9 | | |
Shares Redeemed | | | (3,066 | ) | | | (7,624 | ) | |
Net Increase in Class A Shares Outstanding | | | 1,777 | | | | 3,357 | | |
Class L: | |
Shares Exchanged | | | — | | | | 2 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (— | @@) | | | (— | @@) | |
Net Increase (Decrease) in Class L Shares Outstanding | | | (— | @@) | | | 2 | | |
Class C: | |
Shares Subscribed | | | 353 | | | | 300 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (76 | ) | | | (256 | ) | |
Net Increase in Class C Shares Outstanding | | | 277 | | | | 44 | | |
Class IS: | |
Shares Subscribed | | | 3,461 | | | | 4,622 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (247 | ) | | | (1,035 | ) | |
Net Increase in Class IS Shares Outstanding | | | 3,214 | | | | 3,587 | | |
* Not consolidated.
@ 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, 2021
Financial Highlights
International Advantage Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 27.05 | | | $ | 20.45 | | | $ | 15.74 | | | $ | 16.89 | | | $ | 11.91 | | | $ | 11.80 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.00 | (4) | | | (0.07 | ) | | | 0.06 | | | | 0.04 | | | | 0.00 | (4) | | | 0.02 | | |
Net Realized and Unrealized Gain (Loss) | | | 2.64 | | | | 6.68 | | | | 4.67 | | | | (0.91 | ) | | | 5.32 | | | | 0.29 | | |
Total from Investment Operations | | | 2.64 | | | | 6.61 | | | | 4.73 | | | | (0.87 | ) | | | 5.32 | | | | 0.31 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.00 | )(4) | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | — | | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | | | (0.20 | ) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | | | (0.20 | ) | |
Redemption Fees | | | 0.00 | (4) | | | — | | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 29.69 | | | $ | 27.05 | | | $ | 20.45 | | | $ | 15.74 | | | $ | 16.89 | | | $ | 11.91 | | |
Total Return(5) | | | 9.76 | %(8) | | | 32.33 | % | | | 30.09 | % | | | (5.19 | )% | | | 44.75 | % | | | 2.47 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 4,709,921 | | | $ | 3,841,122 | | | $ | 1,900,219 | | | $ | 569,408 | | | $ | 166,189 | | | $ | 29,781 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 1.03 | % | | | 1.11 | % | | | 1.21 | % | | | 2.26 | % | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(6)(9) | | | 0.98 | %(6) | | | 0.98 | %(6) | | | 0.98 | %(6) | | | 0.98 | %(6) | | | 0.99 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.98 | %(6) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.03 | %(6)(9) | | | (0.31 | )%(6) | | | 0.32 | %(6) | | | 0.21 | %(6) | | | 0.02 | %(6) | | | 0.20 | %(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | | | 0.02 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 6 | %(8) | | | 18 | % | | | 15 | % | | | 29 | % | | | 30 | % | | | 23 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
International Advantage Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 26.58 | | | $ | 20.16 | | | $ | 15.56 | | | $ | 16.75 | | | $ | 11.86 | | | $ | 11.79 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.04 | ) | | | (0.13 | ) | | | 0.01 | | | | (0.02 | ) | | | (0.07 | ) | | | (0.00 | )(4) | |
Net Realized and Unrealized Gain (Loss) | | | 2.60 | | | | 6.56 | | | | 4.61 | | | | (0.89 | ) | | | 5.30 | | | | 0.27 | | |
Total from Investment Operations | | | 2.56 | | | | 6.43 | | | | 4.62 | | | | (0.91 | ) | | | 5.23 | | | | 0.27 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | — | | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | | | (0.20 | ) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | | | (0.20 | ) | |
Redemption Fees | | | 0.00 | (4) | | | — | | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 29.14 | | | $ | 26.58 | | | $ | 20.16 | | | $ | 15.56 | | | $ | 16.75 | | | $ | 11.86 | | |
Total Return(5) | | | 9.63 | %(8) | | | 31.90 | % | | | 29.72 | % | | | (5.48 | )% | | | 44.18 | % | | | 2.13 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 697,862 | | | $ | 589,317 | | | $ | 379,237 | | | $ | 202,732 | | | $ | 144,112 | | | $ | 10,822 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 1.30 | % | | | 1.37 | % | | | 1.42 | % | | | 2.55 | % | |
Ratio of Expenses After Expense Limitation | | | 1.23 | %(6)(9) | | | 1.27 | %(6) | | | 1.28 | %(6) | | | 1.33 | %(6) | | | 1.31 | %(6) | | | 1.34 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.27 | %(6) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.25 | )%(6)(9) | | | (0.60 | )%(6) | | | 0.04 | %(6) | | | (0.10 | )%(6) | | | (0.46 | )%(6) | | | (0.04 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | | | 0.02 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 6 | %(8) | | | 18 | % | | | 15 | % | | | 29 | % | | | 30 | % | | | 23 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
International Advantage Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 25.64 | | | $ | 19.56 | | | $ | 15.18 | | | $ | 16.43 | | | $ | 11.70 | | | $ | 11.69 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.12 | ) | | | (0.24 | ) | | | (0.09 | ) | | | (0.09 | ) | | | (0.11 | ) | | | (0.06 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.51 | | | | 6.33 | | | | 4.49 | | | | (0.88 | ) | | | 5.18 | | | | 0.27 | | |
Total from Investment Operations | | | 2.39 | | | | 6.09 | | | | 4.40 | | | | (0.97 | ) | | | 5.07 | | | | 0.21 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | — | | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | | | (0.20 | ) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | | | (0.20 | ) | |
Redemption Fees | | | 0.00 | (4) | | | — | | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 28.03 | | | $ | 25.64 | | | $ | 19.56 | | | $ | 15.18 | | | $ | 16.43 | | | $ | 11.70 | | |
Total Return(5) | | | 9.32 | %(8) | | | 31.14 | % | | | 29.01 | % | | | (5.95 | )% | | | 43.41 | % | | | 1.64 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 378 | | | $ | 350 | | | $ | 226 | | | $ | 161 | | | $ | 135 | | | $ | 75 | | |
Ratio of Expenses Before Expense Limitation | | | 2.17 | %(9) | | | 2.48 | % | | | 2.59 | % | | | 2.82 | % | | | 3.82 | % | | | 3.96 | % | |
Ratio of Expenses After Expense Limitation | | | 1.85 | %(6)(9) | | | 1.84 | %(6) | | | 1.83 | %(6) | | | 1.83 | %(6) | | | 1.84 | %(6) | | | 1.84 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.84 | %(6) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.89 | )%(6)(9) | | | (1.17 | )%(6) | | | (0.48 | )%(6) | | | (0.55 | )%(6) | | | (0.77 | )%(6) | | | (0.52 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | | | 0.01 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 6 | %(8) | | | 18 | % | | | 15 | % | | | 29 | % | | | 30 | % | | | 23 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
International Advantage Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 25.29 | | | $ | 19.31 | | | $ | 15.02 | | | $ | 16.30 | | | $ | 11.63 | | | $ | 11.66 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.12 | ) | | | (0.26 | ) | | | (0.12 | ) | | | (0.15 | ) | | | (0.17 | ) | | | (0.11 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.45 | | | | 6.25 | | | | 4.43 | | | | (0.85 | ) | | | 5.18 | | | | 0.28 | | |
Total from Investment Operations | | | 2.33 | | | | 5.99 | | | | 4.31 | | | | (1.00 | ) | | | 5.01 | | | | 0.17 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | | | — | | |
Net Realized Gain | | | — | | | | — | | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | | | (0.20 | ) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (0.02 | ) | | | (0.28 | ) | | | (0.34 | ) | | | (0.20 | ) | |
Redemption Fees | | | 0.00 | (4) | | | — | | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 27.62 | | | $ | 25.29 | | | $ | 19.31 | | | $ | 15.02 | | | $ | 16.30 | | | $ | 11.63 | | |
Total Return(5) | | | 9.25 | %(8) | | | 31.03 | % | | | 28.72 | % | | | (6.18 | )% | | | 43.16 | % | | | 1.38 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 34,882 | | | $ | 24,926 | | | $ | 18,180 | | | $ | 11,087 | | | $ | 6,760 | | | $ | 1,067 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | | 2.03 | % | | | 2.10 | % | | | 2.25 | % | | | 3.60 | % | |
Ratio of Expenses After Expense Limitation | | | 1.94 | %(6)(9) | | | 1.97 | %(6) | | | 2.01 | %(6) | | | 2.07 | %(6) | | | 2.08 | %(6) | | | 2.09 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.97 | %(6) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.93 | )%(6)(9) | | | (1.29 | )%(6) | | | (0.69 | )%(6) | | | (0.88 | )%(6) | | | (1.12 | )%(6) | | | (0.91 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | | | 0.02 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 6 | %(8) | | | 18 | % | | | 15 | % | | | 29 | % | | | 30 | % | | | 23 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
International Advantage Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 15, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 27.09 | | | $ | 20.46 | | | $ | 15.75 | | | $ | 18.90 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.03 | | | | (0.06 | ) | | | 0.05 | | | | (0.00 | )(4) | |
Net Realized and Unrealized Gain (Loss) | | | 2.63 | | | | 6.70 | | | | 4.69 | | | | (2.87 | ) | |
Total from Investment Operations | | | 2.66 | | | | 6.64 | | | | 4.74 | | | | (2.87 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.01 | ) | | | (0.01 | ) | | | — | | |
Net Realized Gain | | | — | | | | — | | | | (0.02 | ) | | | (0.28 | ) | |
Total Distributions | | | — | | | | (0.01 | ) | | | (0.03 | ) | | | (0.28 | ) | |
Redemption Fees | | | 0.00 | (4) | | | — | | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 29.75 | | | $ | 27.09 | | | $ | 20.46 | | | $ | 15.75 | | |
Total Return(5) | | | 9.82 | %(8) | | | 32.46 | % | | | 30.14 | % | | | (15.22 | )%(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 203,470 | | | $ | 98,182 | | | $ | 774 | | | $ | 8 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | N/A | | | �� | 3.28 | % | | | 19.51 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 0.87 | %(6)(9) | | | 0.89 | %(6) | | | 0.93 | %(6) | | | 0.93 | %(6)(9) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.89 | %(6) | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | 0.21 | %(6)(9) | | | (0.26 | )%(6) | | | 0.24 | %(6) | | | (0.04 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.02 | % | | | 0.02 | %(9) | |
Portfolio Turnover Rate | | | 6 | %(8) | | | 18 | % | | | 15 | % | | | 29 | % | |
(1) Not consolidated.
(2) Commencement of Offering.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the International Advantage Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class IS. 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.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, International Advantage Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation. As of June 30, 2021, the Subsidiary represented approximately $22,772,000 or approximately 0.40% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund
receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (6) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (7) investments in mutual funds, including the Morgan Stanley Institutional
Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021:
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 | | $ | 447,903 | | | $ | — | | | $ | — | | | $ | 447,903 | | |
Banks | | | 337,138 | | | | — | | | | — | | | | 337,138 | | |
Beverages | | | 320,673 | | | | — | | | | — | | | | 320,673 | | |
Biotechnology | | | 84,104 | | | | — | | | | — | | | | 84,104 | | |
Capital Markets | | | 203,257 | | | | — | | | | — | | | | 203,257 | | |
Chemicals | | | 118,102 | | | | — | | | | — | | | | 118,102 | | |
Diversified Consumer Services | | | 83,236 | | | | — | | | | — | | | | 83,236 | | |
Electronic Equipment, Instruments & Components | | | 246,446 | | | | — | | | | — | | | | 246,446 | | |
Food Products | | | 294,069 | | | | — | | | | — | | | | 294,069 | | |
Health Care Equipment & Supplies | | | 160,051 | | | | — | | | | — | | | | 160,051 | | |
Hotels, Restaurants & Leisure | | | 129,136 | | | | — | | | | — | | | | 129,136 | | |
Household Products | | | 136,732 | | | | — | | | | — | | | | 136,732 | | |
Information Technology Services | | | 407,972 | | | | — | | | | — | | | | 407,972 | | |
Insurance | | | 157,491 | | | | — | | | | — | | | | 157,491 | | |
Interactive Media & Services | | | 182,707 | | | | — | | | | — | | | | 182,707 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Internet & Direct Marketing Retail | | $ | 101,270 | | | $ | — | | | $ | — | | | $ | 101,270 | | |
Marine | | | 117,860 | | | | — | | | | — | | | | 117,860 | | |
Multi-Utilities | | | 188,788 | | | | — | | | | — | | | | 188,788 | | |
Semiconductors & Semiconductor Equipment | | | 560,689 | | | | — | | | | — | | | | 560,689 | | |
Software | | | 96,240 | | | | — | | | | — | | | | 96,240 | | |
Textiles, Apparel & Luxury Goods | | | 963,910 | | | | — | | | | — | | | | 963,910 | | |
Total Common Stocks | | | 5,337,774 | | | | — | | | | — | | | | 5,337,774 | | |
Investment Company | | | 18,463 | | | | — | | | | — | | | | 18,463 | | |
Short-Term Investment | |
Investment Company | | | 274,433 | | | | — | | | | — | | | | 274,433 | | |
Derivative Contract — PIPE | | | — | | | | — | | | | 2,125 | | | | 2,125 | | |
Total Assets | | $ | 5,630,670 | | | $ | — | | | $ | 2,125 | | | $ | 5,632,795 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Derivative Contract — PIPE (000) | |
Beginning Balance | | $ | — | | |
Purchases | | | — | | |
Sales | | | — | | |
PIPE transactions | | | 2,125 | | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | — | | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | 2,125 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2021 | | $ | 2,125 | | |
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021:
| | Fair Value at June 30, 2021 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
PIPE | | $ | 2,125 | | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | | 10.0 | % | | Decrease | |
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation
(depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2021, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Consolidated Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2021:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Appreciation on Derivative Contract — PIPE | | Equity Risk | | $ | 2,125 | | |
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, 2021 in accordance with ASC 815:
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Equity Risk | | Derivative Contract — PIPE | | $ | 2,125 | | |
At June 30, 2021, 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(a) (000) | | Liabilities (000) | |
Derivative Contract — PIPE | | $ | 2,125 | | | $ | — | | |
(a) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Derivative Contract — PIPE: | |
Average monthly notional amount | | $ | 40,096,000 | | |
6. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings
on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Consolidated Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
At June 30, 2021, the Fund did not have any outstanding securities on loan.
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 in-
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
come, 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. 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, 2021, the advisory fee rate (net of 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 IS 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, 2021, approximately $1,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
Effective March 5, 2021, the Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $1,000,538,000 and $275,797,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021,
advisory fees paid were reduced by approximately $85,000 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, 2021 is as follows:
Affiliated Investment Company/Issuer | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 374,199 | | | $ | 655,574 | | | $ | 755,340 | | | $ | 14 | | |
Canada Goose Holdings, Inc. | | | 142,867 | | | | 11,432 | | | | 11,085 | | | | — | | |
| | $ | 517,066 | | | $ | 667,006 | | | $ | 766,425 | | | $ | 14 | | |
Affiliated Investment Company/Issuer (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 274,433 | | |
Canada Goose Holdings, Inc. | | | 2,551 | | | | 67,633 | | | | 213,398 | | |
| | $ | 2,551 | | | $ | 67,633 | | | $ | 487,831 | | |
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, 2021, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 1,866 | | | $ | 12 | | | $ | 701 | | | $ | 2,176 | | |
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, 2020:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 14,881 | | | $ | (14,881 | ) | |
At December 31, 2020, 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) | |
$ | — | | | $ | 6,448 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 51.7%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were 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.
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIIASAN
3691588 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
International Equity Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
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 | | |
Director and Officer Information | | | 29 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,071.60 | | | $ | 1,020.08 | | | $ | 4.88 | | | $ | 4.76 | | | | 0.95 | % | |
International Equity Portfolio Class A | | | 1,000.00 | | | | 1,070.60 | | | | 1,019.04 | | | | 5.96 | | | | 5.81 | | | | 1.16 | | |
International Equity Portfolio Class L | | | 1,000.00 | | | | 1,067.30 | | | | 1,016.02 | | | | 9.07 | | | | 8.85 | | | | 1.77 | | |
International Equity Portfolio Class C | | | 1,000.00 | | | | 1,065.20 | | | | 1,014.63 | | | | 10.50 | | | | 10.24 | | | | 2.05 | | |
International Equity Portfolio Class IS | | | 1,000.00 | | | | 1,071.60 | | | | 1,020.28 | | | | 4.67 | | | | 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, 2021 (unaudited)
Portfolio of Investments
International Equity Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.9%) | |
Australia (0.7%) | |
Aristocrat Leisure Ltd. | | | 512,922 | | | $ | 16,575 | | |
Canada (5.8%) | |
Barrick Gold Corp. | | | 2,468,094 | | | | 51,050 | | |
Cameco Corp. | | | 532,961 | | | | 10,216 | | |
Constellation Software, Inc. | | | 45,413 | | | | 68,779 | | |
| | | 130,045 | | |
China (3.2%) | |
Minth Group Ltd. (a) | | | 3,744,000 | | | | 17,794 | | |
Tencent Holdings Ltd. (a) | | | 713,600 | | | | 53,674 | | |
| | | 71,468 | | |
Finland (1.1%) | |
Neste Oyj | | | 410,483 | | | | 25,135 | | |
France (14.1%) | |
AXA SA | | | 1,234,027 | | | | 31,292 | | |
L'Oreal SA (BSRM) | | | 33,668 | | | | 15,003 | | |
Legrand SA | | | 109,997 | | | | 11,642 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 67,953 | | | | 53,284 | | |
Pernod Ricard SA | | | 263,083 | | | | 58,397 | | |
Safran SA | | | 337,752 | | | | 46,825 | | |
Sanofi | | | 620,395 | | | | 65,001 | | |
Thales SA | | | 349,991 | | | | 35,707 | | |
| | | 317,151 | | |
Germany (18.2%) | |
Adidas AG | | | 91,413 | | | | 34,025 | | |
Bayer AG (Registered) | | | 565,994 | | | | 34,369 | | |
Deutsche Boerse AG | | | 204,345 | | | | 35,667 | | |
Deutsche Post AG (Registered) | | | 969,090 | | | | 65,912 | | |
Fresenius SE & Co., KGaA | | | 1,178,258 | | | | 61,466 | | |
Henkel AG & Co., KGaA (Preference) | | | 732,123 | | | | 77,297 | | |
Infineon Technologies AG | | | 389,090 | | | | 15,603 | | |
QIAGEN N.V. (b) | | | 242,851 | | | | 11,737 | | |
SAP SE | | | 527,658 | | | | 74,355 | | |
| | | 410,431 | | |
Hong Kong (2.6%) | |
AIA Group Ltd. | | | 4,642,200 | | | | 57,696 | | |
Italy (2.4%) | |
Moncler SpA | | | 794,033 | | | | 53,723 | | |
Japan (7.9%) | |
FANUC Corp. | | | 111,600 | | | | 26,917 | | |
Hoya Corp. | | | 212,600 | | | | 28,189 | | |
Keyence Corp. | | | 59,400 | | | | 29,979 | | |
Kirin Holdings Co., Ltd. (c) | | | 1,829,600 | | | | 35,671 | | |
Lion Corp. (c) | | | 440,500 | | | | 7,462 | | |
Shiseido Co., Ltd. | | | 362,300 | | | | 26,647 | | |
Sumitomo Mitsui Financial Group, Inc. | | | 687,351 | | | | 23,697 | | |
| | | 178,562 | | |
Korea, Republic of (3.1%) | |
LG Household & Health Care Ltd. | | | 21,948 | | | | 34,340 | | |
Samsung Electronics Co., Ltd. | | | 509,858 | | | | 36,537 | | |
| | | 70,877 | | |
| | Shares | | Value (000) | |
Netherlands (2.3%) | |
Heineken N.V. | | | 429,483 | | | $ | 52,046 | | |
Norway (1.1%) | |
Mowi ASA (c) | | | 963,909 | | | | 24,517 | | |
Singapore (2.2%) | |
DBS Group Holdings Ltd. | | | 815,259 | | | | 18,073 | | |
United Overseas Bank Ltd. | | | 1,636,500 | | | | 31,423 | | |
| | | 49,496 | | |
Spain (1.4%) | |
Grifols SA | | | 1,210,557 | | | | 32,785 | | |
Sweden (2.4%) | |
Epiroc AB, Class A | | | 900,551 | | | | 20,520 | | |
Hexagon AB, Class B | | | 2,238,149 | | | | 33,161 | | |
| | | 53,681 | | |
Switzerland (5.1%) | |
Alcon, Inc. | | | 133,033 | | | | 9,314 | | |
Novartis AG (Registered) | | | 624,602 | | | | 56,921 | | |
Roche Holding AG (Genusschein) | | | 127,310 | | | | 47,959 | | |
| | | 114,194 | | |
Taiwan (2.2%) | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | | 406,388 | | | | 48,832 | | |
United Kingdom (22.1%) | |
Anglo American PLC | | | 494,432 | | | | 19,646 | | |
Associated British Foods PLC | | | 1,350,361 | | | | 41,394 | | |
AstraZeneca PLC | | | 233,255 | | | | 28,017 | | |
BHP Group PLC (c) | | | 745,698 | | | | 21,971 | | |
British American Tobacco PLC | | | 1,432,662 | | | | 55,490 | | |
Experian PLC | | | 533,221 | | | | 20,550 | | |
GlaxoSmithKline PLC | | | 1,048,829 | | | | 20,593 | | |
Imperial Brands PLC | | | 1,723,069 | | | | 37,111 | | |
Legal & General Group PLC | | | 7,151,374 | | | | 25,483 | | |
M&G PLC | | | 4,351,203 | | | | 13,778 | | |
Man Group PLC | | | 5,388,921 | | | | 13,414 | | |
Prudential PLC | | | 2,951,671 | | | | 56,081 | | |
Reckitt Benckiser Group PLC | | | 887,767 | | | | 78,558 | | |
RELX PLC (Euronext N.V.) | | | 1,311,863 | | | | 34,969 | | |
RELX PLC (LSE) | | | 1,095,536 | | | | 29,082 | | |
| | | 496,137 | | |
Total Common Stocks (Cost $1,416,198) | | | 2,203,351 | | |
Short-Term Investment (2.2%) | |
Investment Company (2.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $48,444) | | | 48,444,286 | | | | 48,444 | | |
Total Investments (100.1%) (Cost $1,464,642) Including $43,861 of Securities Loaned (d) | | | 2,251,795 | | |
Liabilities in Excess of Other Assets (–0.1%) | | | (2,733 | ) | |
Net Assets (100.0%) | | $ | 2,249,062 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
International Equity 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) 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, 2021.
(d) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $816,548,000 and the aggregate gross unrealized depreciation is approximately $29,395,000, resulting in net unrealized appreciation of approximately $787,153,000.
ADR American Depositary Receipt.
Euronext N.V. Euronext Amsterdam Stock Market.
LSE London Stock Exchange.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 54.8 | % | |
Pharmaceuticals | | | 11.2 | | |
Insurance | | | 7.6 | | |
Household Products | | | 7.2 | | |
Beverages | | | 6.5 | | |
Software | | | 6.4 | | |
Textiles, Apparel & Luxury Goods | | | 6.3 | | |
Total Investments | | | 100.0 | % | |
* Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2021.
** 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, 2021 (unaudited)
International Equity Portfolio
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $1,416,198) | | $ | 2,203,351 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $48,444) | | | 48,444 | | |
Total Investments in Securities, at Value (Cost $1,464,642) | | | 2,251,795 | | |
Foreign Currency, at Value (Cost $2,098) | | | 2,094 | | |
Tax Reclaim Receivable | | | 6,260 | | |
Receivable for Investments Sold | | | 4,133 | | |
Dividends Receivable | | | 1,397 | | |
Receivable for Fund Shares Sold | | | 324 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 341 | | |
Total Assets | | | 2,266,344 | | |
Liabilities: | |
Payable for Investments Purchased | | | 10,414 | | |
Payable for Advisory Fees | | | 4,256 | | |
Payable for Fund Shares Redeemed | | | 1,852 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 120 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 98 | | |
Payable for Sub Transfer Agency Fees — Class L | | | 1 | | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | 151 | | |
Payable for Custodian Fees | | | 87 | | |
Payable for Professional Fees | | | 37 | | |
Payable for Shareholder Services Fees — Class A | | | 13 | | |
Payable for Distribution and Shareholder Services Fees — Class H | | | 3 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 4 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class I | | | 4 | | |
Payable for Transfer Agency Fees — Class A | | | 2 | | |
Payable for Transfer Agency Fees — Class L | | | 1 | | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | 1 | | |
Other Liabilities | | | 237 | | |
Total Liabilities | | | 17,282 | | |
Net Assets | | $ | 2,249,062 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 1,368,007 | | |
Total Distributable Earnings | | | 881,055 | | |
Net Assets | | $ | 2,249,062 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
International Equity Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 1,661,400 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 95,703,114 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.36 | | |
CLASS A: | |
Net Assets | | $ | 61,443 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,554,141 | | |
Net Asset Value, Redemption Price Per Share | | $ | 17.29 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.96 | | |
Maximum Offering Price Per Share | | $ | 18.25 | | |
CLASS L: | |
Net Assets | | $ | 5,739 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 337,975 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 16.98 | | |
CLASS C: | |
Net Assets | | $ | 985 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 59,133 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 16.66 | | |
CLASS IS: | |
Net Assets | | $ | 519,495 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 29,935,943 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 17.35 | | |
(1) Including: Securities on Loan, at Value: | | $ | 43,861 | | |
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
International Equity Portfolio
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $3,576 of Foreign Taxes Withheld) | | $ | 37,673 | | |
Income from Securities Loaned — Net | | | 132 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 2 | | |
Total Investment Income | | | 37,807 | | |
Expenses: | |
Advisory Fees (Note B) | | | 8,800 | | |
Administration Fees (Note C) | | | 880 | | |
Sub Transfer Agency Fees — Class I | | | 776 | | |
Sub Transfer Agency Fees — Class L | | | 2 | | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Custodian Fees (Note F) | | | 111 | | |
Shareholder Services Fees — Class A (Note D) | | | 76 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 21 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 4 | | |
Professional Fees | | | 60 | | |
Registration Fees | | | 40 | | |
Shareholder Reporting Fees | | | 24 | | |
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) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 1 | | |
Directors' Fees and Expenses | | | 14 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 22 | | |
Total Expenses | | | 10,847 | | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (416 | ) | |
Reimbursement of Class Specific Expenses — Class C (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (11 | ) | |
Net Expenses | | | 10,419 | | |
Net Investment Income | | | 27,388 | | |
Realized Gain: | |
Investments Sold | | | 76,781 | | |
Foreign Currency Translation | | | 229 | | |
Net Realized Gain | | | 77,010 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 48,927 | | |
Foreign Currency Translation | | | (612 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 48,315 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 125,325 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 152,713 | | |
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
International Equity Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 27,388 | | | $ | 25,210 | | |
Net Realized Gain | | | 77,010 | | | | 29,786 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 48,315 | | | | 162,298 | | |
Net Increase in Net Assets Resulting from Operations | | | 152,713 | | | | 217,294 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (22,399 | ) | |
Class A | | | — | | | | (490 | ) | |
Class L | | | — | | | | (34 | ) | |
Class C | | | — | | | | (3 | ) | |
Class IS | | | — | | | | (6,466 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (29,392 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 56,309 | | | | 237,301 | | |
Distributions Reinvested | | | — | | | | 21,904 | | |
Redeemed | | | (167,248 | ) | | | (308,283 | ) | |
Class A: | |
Subscribed | | | 2,325 | | | | 39,120 | | |
Distributions Reinvested | | | — | | | | 476 | | |
Redeemed | | | (5,356 | ) | | | (171,574 | ) | |
Class L: | |
Exchanged | | | 36 | | | | 241 | | |
Distributions Reinvested | | | — | | | | 33 | | |
Redeemed | | | (178 | ) | | | (1,044 | ) | |
Class C: | |
Subscribed | | | 175 | | | | 294 | | |
Distributions Reinvested | | | — | | | | 3 | | |
Redeemed | | | (22 | ) | | | (261 | ) | |
Class IS: | |
Subscribed | | | 45,490 | | | | 25,414 | | |
Distributions Reinvested | | | — | | | | 5,225 | | |
Redeemed | | | (28,433 | ) | | | (58,967 | ) | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (96,902 | ) | | | (210,118 | ) | |
Total Increase (Decrease) in Net Assets | | | 55,811 | | | | (22,216 | ) | |
Net Assets: | |
Beginning of Period | | | 2,193,251 | | | | 2,215,467 | | |
End of Period | | $ | 2,249,062 | | | $ | 2,193,251 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
International Equity Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 3,336 | | | | 18,766 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1,370 | | |
Shares Redeemed | | | (9,985 | ) | | | (22,218 | ) | |
Net Decrease in Class I Shares Outstanding | | | (6,649 | ) | | | (2,082 | ) | |
Class A: | |
Shares Subscribed | | | 139 | | | | 3,333 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 30 | | |
Shares Redeemed | | | (321 | ) | | | (14,121 | ) | |
Net Decrease in Class A Shares Outstanding | | | (182 | ) | | | (10,758 | ) | |
Class L: | |
Shares Exchanged | | | 3 | | | | 20 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 2 | | |
Shares Redeemed | | | (11 | ) | | | (82 | ) | |
Net Decrease in Class L Shares Outstanding | | | (8 | ) | | | (60 | ) | |
Class C: | |
Shares Subscribed | | | 10 | | | | 21 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (1 | ) | | | (19 | ) | |
Net Increase in Class C Shares Outstanding | | | 9 | | | | 2 | | |
Class IS: | |
Shares Subscribed | | | 2,735 | | | | 1,798 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 327 | | |
Shares Redeemed | | | (1,708 | ) | | | (4,190 | ) | |
Net Increase (Decrease) in Class IS Shares Outstanding | | | 1,027 | | | | (2,065 | ) | |
@@ 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, 2021
Financial Highlights
International Equity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 16.20 | | | $ | 14.74 | | | $ | 13.49 | | | $ | 17.97 | | | $ | 14.64 | | | $ | 15.10 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.21 | | | | 0.18 | | | | 0.28 | | | | 0.31 | | | | 0.26 | | | | 0.27 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.95 | | | | 1.50 | | | | 2.47 | | | | (2.78 | ) | | | 3.41 | | | | (0.57 | ) | |
Total from Investment Operations | | | 1.16 | | | | 1.68 | | | | 2.75 | | | | (2.47 | ) | | | 3.67 | | | | (0.30 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.22 | ) | | | (0.32 | ) | | | (0.39 | ) | | | (0.34 | ) | | | (0.16 | ) | |
Net Realized Gain | | | — | | | | — | | | | (1.18 | ) | | | (1.62 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.22 | ) | | | (1.50 | ) | | | (2.01 | ) | | | (0.34 | ) | | | (0.16 | ) | |
Redemption Fees | | | — | | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 17.36 | | | $ | 16.20 | | | $ | 14.74 | | | $ | 13.49 | | | $ | 17.97 | | | $ | 14.64 | | |
Total Return(4) | | | 7.16 | %(7) | | | 11.42 | % | | | 20.37 | % | | | (13.80 | )% | | | 25.17 | % | | | (2.00 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,661,400 | | | $ | 1,658,464 | | | $ | 1,539,709 | | | $ | 1,725,392 | | | $ | 1,691,807 | | | $ | 1,719,699 | | |
Ratio of Expenses Before Expense Limitation | | | 1.00 | %(8) | | | 1.00 | % | | | 1.00 | % | | | 0.99 | % | | | 0.99 | % | | | 0.98 | % | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(5)(8) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | | | 0.95 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.95 | %(5) | | | N/A | | | | N/A | | | | 0.95 | %(5) | |
Ratio of Net Investment Income | | | 2.48 | %(5)(8) | | | 1.28 | %(5) | | | 1.86 | %(5) | | | 1.82 | %(5) | | | 1.54 | %(5) | | | 1.86 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 10 | %(7) | | | 20 | % | | | 20 | % | | | 34 | % | | | 18 | % | | | 33 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
International Equity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 16.15 | | | $ | 14.67 | | | $ | 13.42 | | | $ | 17.75 | | | $ | 14.46 | | | $ | 14.91 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.19 | | | | 0.11 | | | | 0.24 | | | | 0.32 | | | | 0.19 | | | | 0.23 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.95 | | | | 1.50 | | | | 2.46 | | | | (2.82 | ) | | | 3.38 | | | | (0.58 | ) | |
Total from Investment Operations | | | 1.14 | | | | 1.61 | | | | 2.70 | | | | (2.50 | ) | | | 3.57 | | | | (0.35 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.13 | ) | | | (0.27 | ) | | | (0.21 | ) | | | (0.28 | ) | | | (0.10 | ) | |
Net Realized Gain | | | — | | | | — | | | | (1.18 | ) | | | (1.62 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.13 | ) | | | (1.45 | ) | | | (1.83 | ) | | | (0.28 | ) | | | (0.10 | ) | |
Redemption Fees | | | — | | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 17.29 | | | $ | 16.15 | | | $ | 14.67 | | | $ | 13.42 | | | $ | 17.75 | | | $ | 14.46 | | |
Total Return(4) | | | 7.06 | %(7) | | | 11.00 | % | | | 20.11 | % | | | (14.13 | )% | | | 24.77 | % | | | (2.33 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 61,443 | | | $ | 60,346 | | | $ | 212,578 | | | $ | 244,622 | | | $ | 1,231,279 | | | $ | 1,176,835 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | 1.43 | % | | | 1.25 | % | | | 1.31 | % | | | 1.31 | % | | | 1.30 | % | |
Ratio of Expenses After Expense Limitation | | | 1.16 | %(5)(8) | | | 1.30 | %(5) | | | 1.25 | %(5) | | | 1.30 | %(5) | | | 1.30 | %(5) | | | 1.29 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.25 | %(5) | | | N/A | | | | N/A | | | | 1.29 | %(5) | |
Ratio of Net Investment Income | | | 2.25 | %(5)(8) | | | 0.80 | %(5) | | | 1.62 | %(5) | | | 1.83 | % | | | 1.16 | % | | | 1.60 | % | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.01 | % | |
Portfolio Turnover Rate | | | 10 | %(7) | | | 20 | % | | | 20 | % | | | 34 | % | | | 18 | % | | | 33 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation would have been less than 0.005% higher and the Ratio of Net Investment Income would have been less than 0.005% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
International Equity Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 15.91 | | | $ | 14.50 | | | $ | 13.28 | | | $ | 17.70 | | | $ | 14.43 | | | $ | 14.87 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.13 | | | | 0.06 | | | | 0.15 | | | | 0.10 | | | | 0.11 | | | | 0.16 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.94 | | | | 1.45 | | | | 2.44 | | | | (2.66 | ) | | | 3.35 | | | | (0.58 | ) | |
Total from Investment Operations | | | 1.07 | | | | 1.51 | | | | 2.59 | | | | (2.56 | ) | | | 3.46 | | | | (0.42 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.10 | ) | | | (0.19 | ) | | | (0.24 | ) | | | (0.19 | ) | | | (0.02 | ) | |
Net Realized Gain | | | — | | | | — | | | | (1.18 | ) | | | (1.62 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.10 | ) | | | (1.37 | ) | | | (1.86 | ) | | | (0.19 | ) | | | (0.02 | ) | |
Redemption Fees | | | — | | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 16.98 | | | $ | 15.91 | | | $ | 14.50 | | | $ | 13.28 | | | $ | 17.70 | | | $ | 14.43 | | |
Total Return(4) | | | 6.73 | %(7) | | | 10.40 | % | | | 19.48 | % | | | (14.49 | )% | | | 24.06 | % | | | (2.82 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 5,739 | | | $ | 5,513 | | | $ | 5,888 | | | $ | 6,022 | | | $ | 7,099 | | | $ | 7,008 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | 1.83 | % | | | 1.79 | % | | | N/A | | | | 1.90 | % | | | 1.93 | % | |
Ratio of Expenses After Expense Limitation | | | 1.77 | %(5)(8) | | | 1.80 | %(5) | | | 1.78 | %(5) | | | 1.72 | %(5) | | | 1.80 | %(5) | | | 1.80 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 1.78 | %(5) | | | N/A | | | | N/A | | | | 1.80 | %(5) | |
Ratio of Net Investment Income | | | 1.60 | %(5)(8) | | | 0.41 | %(5) | | | 1.06 | %(5) | | | 1.17 | %(5) | | | 0.69 | %(5) | | | 1.09 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 10 | %(7) | | | 20 | % | | | 20 | % | | | 34 | % | | | 18 | % | | | 33 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
International Equity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 15.64 | | | $ | 14.26 | | | $ | 13.08 | | | $ | 17.51 | | | $ | 14.31 | | | $ | 14.77 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.11 | | | | 0.02 | | | | 0.10 | | | | 0.05 | | | | 0.04 | | | | 0.14 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.91 | | | | 1.43 | | | | 2.41 | | | | (2.64 | ) | | | 3.35 | | | | (0.58 | ) | |
Total from Investment Operations | | | 1.02 | | | | 1.45 | | | | 2.51 | | | | (2.59 | ) | | | 3.39 | | | | (0.44 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.07 | ) | | | (0.15 | ) | | | (0.22 | ) | | | (0.19 | ) | | | (0.02 | ) | |
Net Realized Gain | | | — | | | | — | | | | (1.18 | ) | | | (1.62 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.07 | ) | | | (1.33 | ) | | | (1.84 | ) | | | (0.19 | ) | | | (0.02 | ) | |
Redemption Fees | | | — | | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 16.66 | | | $ | 15.64 | | | $ | 14.26 | | | $ | 13.08 | | | $ | 17.51 | | | $ | 14.31 | | |
Total Return(4) | | | 6.52 | %(7) | | | 10.17 | % | | | 19.18 | % | | | (14.82 | )% | | | 23.78 | % | | | (3.01 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 985 | | | $ | 776 | | | $ | 674 | | | $ | 787 | | | $ | 677 | | | $ | 476 | | |
Ratio of Expenses Before Expense Limitation | | | 2.20 | %(8) | | | 2.41 | % | | | 2.35 | % | | | 2.27 | % | | | 2.41 | % | | | 2.40 | % | |
Ratio of Expenses After Expense Limitation | | | 2.05 | %(5)(8) | | | 2.05 | %(5) | | | 2.05 | %(5) | | | 2.05 | %(5) | | | 2.05 | %(5) | | | 2.05 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 2.05 | %(5) | | | N/A | | | | N/A | | | | 2.05 | %(5) | |
Ratio of Net Investment Income | | | 1.42 | %(5) | | | 0.15 | %(5) | | | 0.73 | %(5) | | | 0.83 | %(5) | | | 0.22 | %(5) | | | 0.95 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 10 | %(7) | | | 20 | % | | | 20 | % | | | 34 | % | | | 18 | % | | | 33 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
International Equity Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 16.19 | | | $ | 14.74 | | | $ | 13.48 | | | $ | 17.97 | | | $ | 14.64 | | | $ | 15.10 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.21 | | | | 0.18 | | | | 0.29 | | | | 0.38 | | | | 0.26 | | | | 0.29 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.95 | | | | 1.50 | | | | 2.48 | | | | (2.86 | ) | | | 3.42 | | | | (0.59 | ) | |
Total from Investment Operations | | | 1.16 | | | | 1.68 | | | | 2.77 | | | | (2.48 | ) | | | 3.68 | | | | (0.30 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | (0.23 | ) | | | (0.33 | ) | | | (0.39 | ) | | | (0.35 | ) | | | (0.16 | ) | |
Net Realized Gain | | | — | | | | — | | | | (1.18 | ) | | | (1.62 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.23 | ) | | | (1.51 | ) | | | (2.01 | ) | | | (0.35 | ) | | | (0.16 | ) | |
Redemption Fees | | | — | | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) | |
Net Asset Value, End of Period | | $ | 17.35 | | | $ | 16.19 | | | $ | 14.74 | | | $ | 13.48 | | | $ | 17.97 | | | $ | 14.64 | | |
Total Return(4) | | | 7.16 | %(7) | | | 11.39 | % | | | 20.42 | % | | | (13.76 | )% | | | 25.22 | % | | | (1.95 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 519,495 | | | $ | 468,152 | | | $ | 456,618 | | | $ | 462,752 | | | $ | 1,230,104 | | | $ | 1,058,165 | | |
Ratio of Expenses Before Expense Limitation | | | 0.91 | %(8) | | | 0.91 | % | | | 0.91 | % | | | N/A | | | | 0.91 | % | | | 0.91 | % | |
Ratio of Expenses After Expense Limitation | | | 0.91 | %(5)(8) | | | 0.91 | %(5) | | | 0.91 | %(5) | | | 0.90 | %(5) | | | 0.91 | %(5) | | | 0.91 | %(5) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | N/A | | | | 0.91 | %(5) | | | N/A | | | | N/A | | | | 0.91 | %(5) | |
Ratio of Net Investment Income | | | 2.53 | %(5)(8) | | | 1.31 | %(5) | | | 1.94 | %(5) | | | 2.19 | %(5) | | | 1.52 | %(5) | | | 1.96 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 10 | %(7) | | | 20 | % | | | 20 | % | | | 34 | % | | | 18 | % | | | 33 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation would have been less than 0.005% higher and the Ratio of Net Investment Income would have been less than 0.005% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the International Equity Portfolio. The Fund seeks long-term capital appreciation by investing primarily in equity securities of non-U.S. issuers.
The Fund offers five classes of shares — Class I, Class A, Class L, Class C and Class IS. 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.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the
market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Limited ("MSIM Limited") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own
assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
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 | | $ | 82,532 | | | $ | — | | | $ | — | | | $ | 82,532 | | |
Air Freight & Logistics | | | 65,912 | | | | — | | | | — | | | | 65,912 | | |
Auto Components | | | 17,794 | | | | — | | | | — | | | | 17,794 | | |
Banks | | | 73,193 | | | | — | | | | — | | | | 73,193 | | |
Beverages | | | 146,114 | | | | — | | | | — | | | | 146,114 | | |
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 | | $ | 32,785 | | | $ | — | | | $ | — | | | $ | 32,785 | | |
Capital Markets | | | 49,081 | | | | — | | | | — | | | | 49,081 | | |
Diversified Financial Services | | | 13,778 | | | | — | | | | — | | | | 13,778 | | |
Electrical Equipment | | | 11,642 | | | | — | | | | — | | | | 11,642 | | |
Electronic Equipment, Instruments & Components | | | 63,140 | | | | — | | | | — | | | | 63,140 | | |
Food Products | | | 65,911 | | | | — | | | | — | | | | 65,911 | | |
Health Care Equipment & Supplies | | | 37,503 | | | | — | | | | — | | | | 37,503 | | |
Health Care Providers & Services | | | 61,466 | | | | — | | | | — | | | | 61,466 | | |
Hotels, Restaurants & Leisure | | | 16,575 | | | | — | | | | — | | | | 16,575 | | |
Household Products | | | 163,317 | | | | — | | | | — | | | | 163,317 | | |
Insurance | | | 170,552 | | | | — | | | | — | | | | 170,552 | | |
Interactive Media & Services | | | 53,674 | | | | — | | | | — | | | | 53,674 | | |
Life Sciences Tools & Services | | | 11,737 | | | | — | | | | — | | | | 11,737 | | |
Machinery | | | 47,437 | | | | — | | | | — | | | | 47,437 | | |
Metals & Mining | | | 92,667 | | | | — | | | | — | | | | 92,667 | | |
Oil, Gas & Consumable Fuels | | | 35,351 | | | | — | | | | — | | | | 35,351 | | |
Personal Products | | | 75,990 | | | | — | | | | — | | | | 75,990 | | |
Pharmaceuticals | | | 252,860 | | | | — | | | | — | | | | 252,860 | | |
Professional Services | | | 84,601 | | | | — | | | | — | | | | 84,601 | | |
Semiconductors & Semiconductor Equipment | | | 64,435 | | | | — | | | | — | | | | 64,435 | | |
Software | | | 143,134 | | | | — | | | | — | | | | 143,134 | | |
Tech Hardware, Storage & Peripherals | | | 36,537 | | | | — | | | | — | | | | 36,537 | | |
Textiles, Apparel & Luxury Goods | | | 141,032 | | | | — | | | | — | | | | 141,032 | | |
Tobacco | | | 92,601 | | | | — | | | | — | | | | 92,601 | | |
Total Common Stocks | | | 2,203,351 | | | | — | | | | — | | | | 2,203,351 | | |
Short-Term Investment | |
Investment Company | | | 48,444 | | | | — | | | | — | | | | 48,444 | | |
Total Assets | | $ | 2,251,795 | | | $ | — | | | $ | — | | | $ | 2,251,795 | | |
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
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2021:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 43,861 | (a) | | $ | — | | | $ | (43,861 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received non-cash collateral of approximately $46,332,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.
(c) The actual collateral received is greater than the amount shown here due to overcollateralization.
5. 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. Interest income is recognized on the accrual basis except where collection is in doubt. 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,
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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, 2021, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.80% of the Fund's average daily net assets.
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.95% for Class I shares, 1.30% for Class A shares, 1.80% for Class L shares, 2.05% for Class C shares and 0.91% for Class IS 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, 2021, approximately $417,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the
Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody,
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $209,477,000 and $277,861,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, advisory fees paid were reduced by approximately $11,000 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 39,382 | | | $ | 167,187 | | | $ | 158,125 | | | $ | 2 | | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 48,444 | | |
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, 2021, 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, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 29,392 | | | $ | — | | | $ | 43,718 | | | $ | 164,037 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2020.
At December 31, 2020, 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) | |
$ | 1,945 | | | $ | 26,648 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 52.6%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were higher than but close to its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIIESAN
3689345 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
International Opportunity Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 7 | | |
Consolidated Statement of Operations | | | 9 | | |
Consolidated Statements of Changes in Net Assets | | | 10 | | |
Consolidated Financial Highlights | | | 12 | | |
Notes to Consolidated Financial Statements | | | 18 | | |
Investment Advisory Agreement Approval | | | 29 | | |
Liquidity Risk Management Program | | | 31 | | |
U.S. Customer Privacy Notice | | | 32 | | |
Director and Officer Information | | | 35 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,054.50 | | | $ | 1,020.08 | | | $ | 4.84 | | | $ | 4.76 | | | | 0.95 | % | |
International Opportunity Portfolio Class A | | | 1,000.00 | | | | 1,053.20 | | | | 1,018.74 | | | | 6.21 | | | | 6.11 | | | | 1.22 | | |
International Opportunity Portfolio Class L | | | 1,000.00 | | | | 1,050.00 | | | | 1,015.62 | | | | 9.40 | | | | 9.25 | | | | 1.85 | | |
International Opportunity Portfolio Class C | | | 1,000.00 | | | | 1,049.40 | | | | 1,015.17 | | | | 9.86 | | | | 9.69 | | | | 1.94 | | |
International Opportunity Portfolio Class IS | | | 1,000.00 | | | | 1,055.10 | | | | 1,020.48 | | | | 4.43 | | | | 4.36 | | | | 0.87 | | |
International Opportunity Portfolio Class IR | | | 1,000.00 | | | | 1,055.10 | | | | 1,020.48 | | | | 4.43 | | | | 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, 2021 (unaudited)
Consolidated Portfolio of Investments
International Opportunity Portfolio
| | Shares | | Value (000) | |
Common Stocks (97.5%) | |
Argentina (0.8%) | |
Globant SA (a) | | | 190,026 | | | $ | 41,650 | | |
Canada (9.0%) | |
Canada Goose Holdings, Inc. (See Note G) (a) | | | 3,616,634 | | | | 158,191 | | |
Shopify, Inc., Class A (a) | | | 203,021 | | | | 296,610 | | |
| | | 454,801 | | |
China (21.3%) | |
Alibaba Group Holding Ltd. ADR (a) | | | 435,212 | | | | 98,697 | | |
DIDI Global, Inc. ADR | | | 4,759,595 | | | | 69,942 | | |
Foshan Haitian Flavouring & Food Co., Ltd., Class A | | | 6,483,817 | | | | 129,396 | | |
HUYA, Inc. ADR (See Note G) (a)(b) | | | 4,582,289 | | | | 80,877 | | |
Kuaishou Technology | | | 2,782,700 | | | | 67,721 | | |
Meituan, Class B (a)(c) | | | 6,131,000 | | | | 253,001 | | |
New Frontier Health Corp. SPAC (a) | | | 1,583,308 | | | | 17,686 | | |
Shenzhou International Group Holdings Ltd. (c) | | | 2,125,400 | | | | 53,681 | | |
TAL Education Group ADR (a) | | | 3,865,604 | | | | 97,529 | | |
Tencent Holdings Ltd. (c) | | | 1,148,700 | | | | 86,401 | | |
Trip.com Group Ltd. ADR (a) | | | 3,346,259 | | | | 118,658 | | |
| | | 1,073,589 | | |
Denmark (5.8%) | |
DSV Panalpina A/S | | | 1,251,238 | | | | 291,798 | | |
France (4.1%) | |
Hermes International | | | 141,274 | | | | 205,793 | | |
Germany (6.6%) | |
Adidas AG | | | 194,551 | | | | 72,413 | | |
HelloFresh SE (a) | | | 2,653,290 | | | | 257,921 | | |
| | | 330,334 | | |
India (7.3%) | |
HDFC Bank Ltd. | | | 11,717,904 | | | | 236,139 | | |
ICICI Bank Ltd. ADR (a) | | | 4,599,046 | | | | 78,644 | | |
Kotak Mahindra Bank Ltd. (a) | | | 2,195,498 | | | | 50,386 | | |
| | | 365,169 | | |
Italy (4.3%) | |
Moncler SpA | | | 3,173,459 | | | | 214,713 | | |
Japan (4.3%) | |
Change, Inc. (a)(b) | | | 1,019,800 | | | | 27,401 | | |
Keyence Corp. | | | 315,200 | | | | 159,082 | | |
Pigeon Corp. | | | 1,078,500 | | | | 30,386 | | |
| | | 216,869 | | |
Korea, Republic of (3.1%) | |
NAVER Corp. | | | 422,416 | | | | 156,603 | | |
Netherlands (5.2%) | |
Adyen N.V. (a) | | | 51,714 | | | | 126,350 | | |
ASML Holding N.V. | | | 195,882 | | | | 134,575 | | |
| | | 260,925 | | |
Norway (0.7%) | |
Kahoot ASA (a) | | | 4,996,824 | | | | 34,240 | | |
| | Shares | | Value (000) | |
Sweden (5.4%) | |
Evolution AB | | | 1,303,246 | | | $ | 205,946 | | |
Vitrolife AB | | | 1,643,698 | | | | 68,298 | | |
| | | 274,244 | | |
Taiwan (3.0%) | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 7,061,000 | | | | 150,787 | | |
United Kingdom (3.0%) | |
Deliveroo PLC (a)(b) | | | 26,073,858 | | | | 104,020 | | |
Fevertree Drinks PLC | | | 1,248,814 | | | | 44,448 | | |
| | | 148,468 | | |
United States (13.6%) | |
Coupang, Inc. (a) | | | 506,690 | | | | 21,190 | | |
EPAM Systems, Inc. (a) | | | 345,638 | | | | 176,607 | | |
Farfetch Ltd., Class A (a) | | | 2,879,551 | | | | 145,014 | | |
MercadoLibre, Inc. (a) | | | 73,352 | | | | 114,267 | | |
Spotify Technology SA (a) | | | 823,715 | | | | 227,007 | | |
| | | 684,085 | | |
Total Common Stocks (Cost $3,274,097) | | | 4,904,068 | | |
Investment Company (0.3%) | |
United States (0.3%) | |
Grayscale Bitcoin Trust (a) (Cost $28,967) | | | 574,799 | | | | 17,135 | | |
Short-Term Investments (5.8%) | |
Securities held as Collateral on Loaned Securities (2.1%) | |
Investment Company (1.8%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 90,638,990 | | | | 90,639 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.3%) | |
HSBC Securities USA, Inc., (0.05%, dated 6/30/21, due 7/1/21; proceeds $4,267; fully collateralized by a U.S. Government obligation; 0.00% due 2/15/23; valued at $4,353) | | $ | 4,267 | | | | 4,267 | | |
Merrill Lynch & Co., Inc., (0.05%, dated 6/30/21, due 7/1/21; proceeds $11,949; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 12/30/21 - 8/15/43; valued at $12,188) | | | 11,949 | | | | 11,949 | | |
| | | 16,216 | | |
Total Securities held as Collateral on Loaned Securities (Cost $106,855) | | | 106,855 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
International Opportunity Portfolio
| | Shares | | Value (000) | |
Investment Company (3.7%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $183,863) | | | 183,862,881 | | | $ | 183,863 | | |
Total Short-Term Investments (Cost $290,718) | | | 290,718 | | |
Total Investments (103.6%) (Cost $3,593,782) Including $151,613 of Securities Loaned (d)(e) | | | 5,211,921 | | |
Liabilities in Excess of Other Assets (–3.6%) | | | (178,755 | ) | |
Net Assets (100.0%) | | $ | 5,033,166 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
The Fund had the following Derivative Contract — PIPE open at June 30, 2021:
Counterparty | | Referenced Obligation | | Notional Amount | | Settlement Date | | Unrealized Appreciation (000) | | % of Net Assets | |
Altimeter Growth Corp | | Grab Holdings, Inc. (a)(f)(g)(h)(i) | | $ | 38,189,810 | | | 12/31/21 | | $ | 2,024 | | | | 0.04 | % | |
(a) Non-income producing security.
(b) All or a portion of this security was on loan at June 30, 2021.
(c) Security trades on the Hong Kong exchange.
(d) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $1,801,682,000 and the aggregate gross unrealized depreciation is approximately $181,519,000, resulting in net unrealized appreciation of approximately $1,620,163,000.
(e) Securities are available for collateral in connection with securities purchased on a forward commitment basis.
(f) 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 derivative contract (excluding 144A holdings) at June 30, 2021 amounts to approximately $2,024,000 and represents less than 0.05% of net assets.
(g) At June 30, 2021, the Fund held a fair valued derivative contract valued at approximately $2,024,000, 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
(h) Represents an unfunded subscription agreement in a private investment in a public entity. The Fund is committed to purchase 3,818,981 shares at $10.00 per share on the settlement date pursuant to the closing of the business combination between Grab Holdings Inc., and Altimeter Growth Corp., a SPAC. The settlement date shown reflects the estimated date based upon the subscription agreement and is subject to change. The transaction will require the approval of the shareholders of both Altimeter Growth Corp., and Grab Holdings Inc., and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met the Fund is no longer obligated to fulfill its commitment to Altimeter Growth Corp., and Grab Holdings Inc. The investment is restricted from resale until the settlement date.
(i) Investment is valued based on the underlying stock price and significant unobservable inputs that factor in volatility and discount for lack of marketability and transaction risk and is classified as Level 3 in the fair value hierarchy.
ADR American Depositary Receipt.
PIPE Private Investment in Public Equity.
SPAC Special Purpose Acquisition Company.
The accompanying notes are an integral part of the consolidated financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
International Opportunity Portfolio
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Internet & Direct Marketing Retail | | | 21.8 | % | |
Other** | | | 20.0 | | |
Textiles, Apparel & Luxury Goods | | | 13.8 | | |
Information Technology Services | | | 13.1 | | |
Banks | | | 7.2 | | |
Entertainment | | | 6.7 | | |
Interactive Media & Services | | | 6.1 | | |
Air Freight & Logistics | | | 5.7 | | |
Semiconductors & Semiconductor Equipment | | | 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, 2021.
** Industries and/or investment types representing less than 5% of total investments.
*** Does not include an open PIPE contract with total unrealized appreciation of approximately $2,024,000.
The accompanying notes are an integral part of the consolidated financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
International Opportunity Portfolio
Consolidated Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $3,131,941) | | $ | 4,698,351 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $461,841) | | | 513,570 | | |
Total Investments in Securities, at Value (Cost $3,593,782) | | | 5,211,921 | | |
Foreign Currency, at Value (Cost $4,737) | | | 4,639 | | |
Cash from Securities Lending | | | 3,098 | | |
Receivable for Fund Shares Sold | | | 8,665 | | |
Dividends Receivable | | | 1,644 | | |
Tax Reclaim Receivable | | | 499 | | |
Receivable from Securities Lending Income | | | 273 | | |
Receivable from Affiliate | | | 1 | | |
Unrealized Appreciation on Derivative Contract — PIPE | | | 2,024 | | |
Other Assets | | | 848 | | |
Total Assets | | | 5,233,612 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 109,953 | | |
Payable for Investments Purchased | | | 69,942 | | |
Payable for Advisory Fees | | | 9,200 | | |
Deferred Capital Gain Country Tax | | | 6,904 | | |
Payable for Fund Shares Redeemed | | | 3,550 | | |
Payable for Administration Fees | | | 324 | | |
Payable for Shareholder Services Fees — Class A | | | 158 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 88 | | |
Payable for Custodian Fees | | | 166 | | |
Payable for Professional Fees | | | 49 | | |
Payable for Transfer Agency Fees — Class I | | | 29 | | |
Payable for Transfer Agency Fees — Class A | | | 2 | | |
Payable for Transfer Agency Fees — Class L | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | 3 | | |
Payable for Transfer Agency Fees — Class IS | | | 1 | | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Payable for Organization Costs for Subsidiary | | | 14 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Other Liabilities | | | 63 | | |
Total Liabilities | | | 200,446 | | |
Net Assets | | $ | 5,033,166 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 3,271,738 | | |
Total Distributable Earnings | | | 1,761,428 | | |
Net Assets | | $ | 5,033,166 | | |
The accompanying notes are an integral part of the consolidated financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
International Opportunity Portfolio
Consolidated Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 3,845,216 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 87,943,833 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 43.72 | | |
CLASS A: | |
Net Assets | | $ | 792,042 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 18,534,546 | | |
Net Asset Value, Redemption Price Per Share | | $ | 42.73 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 2.37 | | |
Maximum Offering Price Per Share | | $ | 45.10 | | |
CLASS L: | |
Net Assets | | $ | 527 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 12,937 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 40.73 | | |
CLASS C: | |
Net Assets | | $ | 108,226 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,693,397 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 40.18 | | |
CLASS IS: | |
Net Assets | | $ | 129,646 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,956,281 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 43.85 | | |
CLASS IR: | |
Net Assets | | $ | 157,509 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,590,229 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 43.87 | | |
(1) Including: Securities on Loan, at Value: | | $ | 151,613 | | |
@ 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, 2021 (unaudited)
International Opportunity Portfolio
Consolidated Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $1,493 of Foreign Taxes Withheld) | | $ | 8,687 | | |
Income from Securities Loaned — Net | | | 1,723 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | 12 | | |
Total Investment Income | | | 10,422 | | |
Expenses: | |
Advisory Fees (Note B) | | | 17,985 | | |
Administration Fees (Note C) | | | 1,892 | | |
Sub Transfer Agency Fees — Class I | | | 1,304 | | |
Sub Transfer Agency Fees — Class A | | | 366 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | 31 | | |
Shareholder Services Fees — Class A (Note D) | | | 941 | | |
Distribution and Shareholder Services Fees — Class L (Note D) | | | 2 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 515 | | |
Custodian Fees (Note F) | | | 379 | | |
Registration Fees | | | 183 | | |
Transfer Agency Fees — Class I (Note E) | | | 86 | | |
Transfer Agency Fees — Class A (Note E) | | | 5 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 7 | | |
Transfer Agency Fees — Class IS (Note E) | | | 5 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Professional Fees | | | 60 | | |
Shareholder Reporting Fees | | | 37 | | |
Directors' Fees and Expenses | | | 25 | | |
Organization Costs for Subsidiary | | | 14 | | |
Pricing Fees | | | 1 | | |
Interest Expenses | | | 2 | | |
Other Expenses | | | 40 | | |
Total Expenses | | | 23,882 | | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (77 | ) | |
Reimbursement of Class Specific Expenses — Class L (Note B) | | | (— | @) | |
Reimbursement of Class Specific Expenses — Class IS (Note B) | | | (3 | ) | |
Net Expenses | | | 23,802 | | |
Net Investment Loss | | | (13,380 | ) | |
Realized Gain (Loss): | |
Investments Sold (Net of $99 of Capital Gain Country Tax) | | | 163,492 | | |
Investments in Affiliates | | | 14,346 | | |
Foreign Currency Translation | | | (203 | ) | |
Net Realized Gain | | | 177,635 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $1,577) | | | 14,325 | | |
Investments in Affiliates | | | 40,097 | | |
Foreign Currency Translation | | | (119 | ) | |
Derivative Contract — PIPE | | | 2,024 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 56,327 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 233,962 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 220,582 | | |
@ 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, 2021
International Opportunity Portfolio
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Loss | | $ | (13,380 | ) | | $ | (19,206 | ) | |
Net Realized Gain | | | 177,635 | | | | 47,800 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 56,327 | | | | 1,228,807 | | |
Net Increase in Net Assets Resulting from Operations | | | 220,582 | | | | 1,257,401 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (7,420 | ) | |
Class A | | | — | | | | (1,688 | ) | |
Class L | | | — | | | | (1 | ) | |
Class C | | | — | | | | (232 | ) | |
Class IS | | | — | | | | (237 | ) | |
Class IR | | | — | | | | (357 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (9,935 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 978,715 | | | | 1,419,406 | | |
Distributions Reinvested | | | — | | | | 7,256 | | |
Redeemed | | | (454,603 | ) | | | (489,145 | ) | |
Class A: | |
Subscribed | | | 176,599 | | | | 273,991 | | |
Distributions Reinvested | | | — | | | | 1,687 | | |
Redeemed | | | (102,951 | ) | | | (133,945 | ) | |
Class L: | |
Exchanged | | | 20 | | | | 11 | | |
Distributions Reinvested | | | — | | | | 1 | | |
Redeemed | | | (56 | ) | | | (197 | ) | |
Class C: | |
Subscribed | | | 20,231 | | | | 22,956 | | |
Distributions Reinvested | | | — | | | | 230 | | |
Redeemed | | | (7,135 | ) | | | (13,042 | ) | |
Class IS: | |
Subscribed | | | 44,799 | | | | 39,019 | | |
Distributions Reinvested | | | — | | | | 237 | | |
Redeemed | | | (21,014 | ) | | | (23,518 | ) | |
Class IR: | |
Subscribed | | | — | | | | 20,000 | | |
Distributions Reinvested | | | — | | | | 357 | | |
Redeemed | | | — | | | | (30,000 | ) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 634,605 | | | | 1,095,304 | | |
Redemption Fees | | | 95 | | | | 74 | | |
Total Increase in Net Assets | | | 855,282 | | | | 2,342,844 | | |
Net Assets: | |
Beginning of Period | | | 4,177,884 | | | | 1,835,040 | | |
End of Period | | $ | 5,033,166 | | | $ | 4,177,884 | | |
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
International Opportunity Portfolio
Consolidated Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020* (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 22,491 | | | | 44,755 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 178 | | |
Shares Redeemed | | | (10,589 | ) | | | (16,959 | ) | |
Net Increase in Class I Shares Outstanding | | | 11,902 | | | | 27,974 | | |
Class A: | |
Shares Subscribed | | | 4,132 | | | | 8,600 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 42 | | |
Shares Redeemed | | | (2,454 | ) | | | (4,599 | ) | |
Net Increase in Class A Shares Outstanding | | | 1,678 | | | | 4,043 | | |
Class L: | |
Shares Exchanged | | | — | @@ | | | — | @@ | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | (1 | ) | | | (7 | ) | |
Net Decrease in Class L Shares Outstanding | | | (1 | ) | | | (7 | ) | |
Class C: | |
Shares Subscribed | | | 502 | | | | 740 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 6 | | |
Shares Redeemed | | | (181 | ) | | | (509 | ) | |
Net Increase in Class C Shares Outstanding | | | 321 | | | | 237 | | |
Class IS: | |
Shares Subscribed | | | 1,012 | | | | 1,305 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 6 | | |
Shares Redeemed | | | (486 | ) | | | (751 | ) | |
Net Increase in Class IS Shares Outstanding | | | 526 | | | | 560 | | |
Class IR: | |
Shares Subscribed | | | — | | | | 583 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 9 | | |
Shares Redeemed | | | — | | | | (1,124 | ) | |
Net Decrease in Class IR Shares Outstanding | | | — | | | | (532 | ) | |
* Not consolidated.
@@ 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, 2021
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 41.46 | | | $ | 26.73 | | | $ | 19.77 | | | $ | 22.52 | | | $ | 14.93 | | | $ | 15.03 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.11 | ) | | | (0.22 | ) | | | (0.04 | ) | | | (0.04 | ) | | | (0.08 | ) | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.37 | | | | 15.05 | | | | 7.00 | | | | (2.66 | ) | | | 8.04 | | | | (0.07 | ) | |
Total from Investment Operations | | | 2.26 | | | | 14.83 | | | | 6.96 | | | | (2.70 | ) | | | 7.96 | | | | (0.10 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(4) | |
Net Realized Gain | | | — | | | | (0.10 | ) | | | — | | | | (0.05 | ) | | | (0.37 | ) | | | — | | |
Total Distributions | | | — | | | | (0.10 | ) | | | — | | | | (0.05 | ) | | | (0.37 | ) | | | (0.00 | )(4) | |
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 | | $ | 43.72 | | | $ | 41.46 | | | $ | 26.73 | | | $ | 19.77 | | | $ | 22.52 | | | $ | 14.93 | | |
Total Return(5) | | | 5.45 | %(8) | | | 55.49 | % | | | 35.20 | % | | | (12.04 | )% | | | 53.38 | % | | | (0.65 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,845,216 | | | $ | 3,152,320 | | | $ | 1,284,678 | | | $ | 649,580 | | | $ | 358,141 | | | $ | 62,440 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | 0.98 | % | | | 1.03 | % | | | 1.04 | % | | | 1.10 | % | | | 1.34 | % | |
Ratio of Expenses After Expense Limitation | | | 0.95 | %(6)(9) | | | 0.97 | %(6) | | | 0.99 | %(6) | | | 0.99 | %(6) | | | 0.98 | %(6) | | | 1.00 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.95 | %(6)(9) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.50 | )%(6)(9) | | | (0.70 | )%(6) | | | (0.15 | )%(6) | | | (0.19 | )%(6) | | | (0.42 | )%(6) | | | (0.22 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 11 | %(8) | | | 25 | % | | | 20 | % | | | 36 | % | | | 30 | % | | | 42 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 40.57 | | | $ | 26.23 | | | $ | 19.46 | | | $ | 22.25 | | | $ | 14.79 | | | $ | 14.93 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.16 | ) | | | (0.30 | ) | | | (0.10 | ) | | | (0.11 | ) | | | (0.15 | ) | | | (0.08 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.32 | | | | 14.74 | | | | 6.87 | | | | (2.63 | ) | | | 7.98 | | | | (0.06 | ) | |
Total from Investment Operations | | | 2.16 | | | | 14.44 | | | | 6.77 | | | | (2.74 | ) | | | 7.83 | | | | (0.14 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.10 | ) | | | — | | | | (0.05 | ) | | | (0.37 | ) | | | — | | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 42.73 | | | $ | 40.57 | | | $ | 26.23 | | | $ | 19.46 | | | $ | 22.25 | | | $ | 14.79 | | |
Total Return(5) | | | 5.32 | %(8) | | | 55.06 | % | | | 34.79 | % | | | (12.36 | )% | | | 53.01 | % | | | (1.00 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 792,042 | | | $ | 683,897 | | | $ | 336,109 | | | $ | 223,098 | | | $ | 186,988 | | | $ | 11,727 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | 1.26 | % | | | 1.30 | % | | | 1.34 | % | | | 1.36 | % | | | 1.66 | % | |
Ratio of Expenses After Expense Limitation | | | 1.22 | %(6)(9) | | | 1.25 | %(6) | | | 1.29 | %(6) | | | 1.33 | %(6) | | | 1.27 | %(6) | | | 1.35 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.22 | %(6)(9) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.78 | )%(6)(9) | | | (0.96 | )%(6) | | | (0.44 | )%(6) | | | (0.51 | )%(6) | | | (0.74 | )%(6) | | | (0.55 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 11 | %(8) | | | 25 | % | | | 20 | % | | | 36 | % | | | 30 | % | | | 42 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 38.79 | | | $ | 25.23 | | | $ | 18.82 | | | $ | 21.63 | | | $ | 14.47 | | | $ | 14.69 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.28 | ) | | | (0.44 | ) | | | (0.23 | ) | | | (0.22 | ) | | | (0.22 | ) | | | (0.14 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.22 | | | | 14.10 | | | | 6.64 | | | | (2.54 | ) | | | 7.75 | | | | (0.08 | ) | |
Total from Investment Operations | | | 1.94 | | | | 13.66 | | | | 6.41 | | | | (2.76 | ) | | | 7.53 | | | | (0.22 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.10 | ) | | | — | | | | (0.05 | ) | | | (0.37 | ) | | | — | | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 40.73 | | | $ | 38.79 | | | $ | 25.23 | | | $ | 18.82 | | | $ | 21.63 | | | $ | 14.47 | | |
Total Return(5) | | | 5.00 | %(8) | | | 54.15 | % | | | 34.06 | % | | | (12.81 | )% | | | 52.11 | % | | | (1.50 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 527 | | | $ | 533 | | | $ | 512 | | | $ | 382 | | | $ | 364 | | | $ | 221 | | |
Ratio of Expenses Before Expense Limitation | | | 2.04 | %(9) | | | 2.14 | % | | | 2.19 | % | | | 2.28 | % | | | 2.51 | % | | | 3.16 | % | |
Ratio of Expenses After Expense Limitation | | | 1.85 | %(6)(9) | | | 1.84 | %(6) | | | 1.84 | %(6) | | | 1.84 | %(6) | | | 1.84 | %(6) | | | 1.85 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.85 | %(6)(9) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.42 | )%(6)(9) | | | (1.54 | )%(6) | | | (0.99 | )%(6) | | | (1.02 | )%(6) | | | (1.16 | )%(6) | | | (1.00 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 11 | %(8) | | | 25 | % | | | 20 | % | | | 36 | % | | | 30 | % | | | 42 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 38.29 | | | $ | 24.94 | | | $ | 18.63 | | | $ | 21.46 | | | $ | 14.39 | | | $ | 14.63 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.30 | ) | | | (0.48 | ) | | | (0.26 | ) | | | (0.27 | ) | | | (0.29 | ) | | | (0.19 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.19 | | | | 13.93 | | | | 6.57 | | | | (2.51 | ) | | | 7.73 | | | | (0.05 | ) | |
Total from Investment Operations | | | 1.89 | | | | 13.45 | | | | 6.31 | | | | (2.78 | ) | | | 7.44 | | | | (0.24 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.10 | ) | | | — | | | | (0.05 | ) | | | (0.37 | ) | | | — | | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 40.18 | | | $ | 38.29 | | | $ | 24.94 | | | $ | 18.63 | | | $ | 21.46 | | | $ | 14.39 | | |
Total Return(5) | | | 4.94 | %(8) | | | 53.94 | % | | | 33.87 | % | | | (13.00 | )% | | | 51.77 | % | | | (1.71 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 108,226 | | | $ | 90,845 | | | $ | 53,257 | | | $ | 35,297 | | | $ | 23,334 | | | $ | 1,862 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | 1.98 | % | | | 2.03 | % | | | 2.06 | % | | | 2.10 | % | | | 2.43 | % | |
Ratio of Expenses After Expense Limitation | | | 1.94 | %(6)(9) | | | 1.97 | %(6) | | | 2.02 | %(6) | | | 2.04 | %(6) | | | 2.01 | %(6) | | | 2.10 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 1.94 | %(6)(9) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (1.50 | )%(6)(9) | | | (1.68 | )%(6) | | | (1.17 | )%(6) | | | (1.24 | )%(6) | | | (1.45 | )%(6) | | | (1.32 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | | | 0.00 | %(7) | |
Portfolio Turnover Rate | | | 11 | %(8) | | | 25 | % | | | 20 | % | | | 36 | % | | | 30 | % | | | 42 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | 2018(1) | | 2017(1) | | 2016(1)(2) | |
Net Asset Value, Beginning of Period | | $ | 41.56 | | | $ | 26.77 | | | $ | 19.79 | | | $ | 22.54 | | | $ | 14.94 | | | $ | 15.03 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | (0.09 | ) | | | (0.18 | ) | | | (0.02 | ) | | | 0.02 | | | | (0.12 | ) | | | (0.03 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.38 | | | | 15.07 | | | | 7.00 | | | | (2.72 | ) | | | 8.09 | | | | (0.06 | ) | |
Total from Investment Operations | | | 2.29 | | | | 14.89 | | | | 6.98 | | | | (2.70 | ) | | | 7.97 | | | | (0.09 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.00 | )(4) | |
Net Realized Gain | | | — | | | | (0.10 | ) | | | — | | | | (0.05 | ) | | | (0.37 | ) | | | — | | |
Total Distributions | | | — | | | | (0.10 | ) | | | — | | | | (0.05 | ) | | | (0.37 | ) | | | (0.00 | )(4) | |
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 | | $ | 43.85 | | | $ | 41.56 | | | $ | 26.77 | | | $ | 19.79 | | | $ | 22.54 | | | $ | 14.94 | | |
Total Return(5) | | | 5.51 | %(8) | | | 55.63 | % | | | 35.27 | % | | | (12.03 | )% | | | 53.41 | % | | | (0.64 | )% | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 129,646 | | | $ | 101,008 | | | $ | 50,083 | | | $ | 14,016 | | | $ | 57,629 | | | $ | 1,030 | | |
Ratio of Expenses Before Expense Limitation | | | 0.88 | %(9) | | | 0.90 | % | | | 0.98 | % | | | 0.95 | % | | | 1.03 | % | | | 5.64 | % | |
Ratio of Expenses After Expense Limitation | | | 0.87 | %(6)(9) | | | 0.88 | %(6) | | | 0.91 | %(6) | | | 0.92 | %(6) | | | 0.92 | %(6) | | | 0.93 | %(6) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.87 | %(6)(9) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.42 | )%(6)(9) | | | (0.59 | )%(6) | | | (0.07 | )%(6) | | | 0.09 | %(6) | | | (0.56 | )%(6) | | | (0.20 | )%(6) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | | | 0.02 | % | | | 0.01 | % | |
Portfolio Turnover Rate | | | 11 | %(8) | | | 25 | % | | | 20 | % | | | 36 | % | | | 30 | % | | | 42 | % | |
(1) Not consolidated.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Loss would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment loss.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
International Opportunity Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 15, 2018(2) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020(1) | | 2019(1) | | December 31, 2018(1) | |
Net Asset Value, Beginning of Period | | $ | 41.58 | | | $ | 26.78 | | | $ | 19.79 | | | $ | 25.37 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.09 | ) | | | (0.19 | ) | | | (0.02 | ) | | | (0.06 | ) | |
Net Realized and Unrealized Gain (Loss) | | | 2.38 | | | | 15.09 | | | | 7.01 | | | | (5.47 | ) | |
Total from Investment Operations | | | 2.29 | | | | 14.90 | | | | 6.99 | | | | (5.53 | ) | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.10 | ) | | | — | | | | (0.05 | ) | |
Redemption Fees | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | | | 0.00 | (4) | |
Net Asset Value, End of Period | | $ | 43.87 | | | $ | 41.58 | | | $ | 26.78 | | | $ | 19.79 | | |
Total Return(5) | | | 5.51 | %(8) | | | 55.64 | % | | | 35.32 | % | | | (21.84 | )%(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 157,509 | | | $ | 149,281 | | | $ | 110,401 | | | $ | 81,592 | | |
Ratio of Expenses Before Expense Limitation | | | N/A | | | | 0.89 | % | | | 0.93 | % | | | 0.95 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 0.87 | %(6)(9) | | | 0.88 | %(6) | | | 0.91 | %(6) | | | 0.93 | %(6)(9) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | 0.87 | %(6)(9) | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.44 | )%(6)(9) | | | (0.60 | )%(6) | | | (0.07 | )%(6) | | | (0.46 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(9) | |
Portfolio Turnover Rate | | | 11 | %(8) | | | 25 | % | | | 20 | % | | | 36 | % | |
(1) Not consolidated.
(2) Commencement of Offering.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the International Opportunity Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class IS 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.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, International Opportunity Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation. As of June 30, 2021, the Subsidiary represented approximately $21,257,000 or approximately 0.42% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual
fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Company ("MSIM Company") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser or the Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (6) PIPE investments may be valued based on the underlying stock price less a discount until the commitment is fulfilled and shares are registered; and (7) investments in
mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
• 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, 2021:
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 | | $ | 291,798 | | | $ | — | | | $ | — | | | $ | 291,798 | | |
Banks | | | 365,169 | | | | — | | | | — | | | | 365,169 | | |
Beverages | | | 44,448 | | | | — | | | | — | | | | 44,448 | | |
Biotechnology | | | 68,298 | | | | — | | | | — | | | | 68,298 | | |
Diversified Consumer Services | | | 97,529 | | | | — | | | | — | | | | 97,529 | | |
Electronic Equipment, Instruments & Components | | | 159,082 | | | | — | | | | — | | | | 159,082 | | |
Entertainment | | | 342,124 | | | | — | | | | — | | | | 342,124 | | |
Food Products | | | 129,396 | | | | — | | | | — | | | | 129,396 | | |
Health Care Providers & Services | | | 17,686 | | | | — | | | | — | | | | 17,686 | | |
Hotels, Restaurants & Leisure | | | 205,946 | | | | — | | | | — | | | | 205,946 | | |
Household Products | | | 30,386 | | | | — | | | | — | | | | 30,386 | | |
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 | | $ | 668,618 | | | $ | — | | | $ | — | | | $ | 668,618 | | |
Interactive Media & Services | | | 243,004 | | | | 67,721 | | | | — | | | | 310,725 | | |
Internet & Direct Marketing Retail | | | 1,112,768 | | | | — | | | | — | | | | 1,112,768 | | |
Road & Rail | | | 69,942 | | | | — | | | | — | | | | 69,942 | | |
Semiconductors & Semiconductor Equipment | | | 285,362 | | | | — | | | | — | | | | 285,362 | | |
Textiles, Apparel & Luxury Goods | | | 704,791 | | | | — | | | | — | | | | 704,791 | | |
Total Common Stocks | | | 4,836,347 | | | | 67,721 | | | | — | | | | 4,904,068 | | |
Investment Company | | | 17,135 | | | | — | | | | — | | | | 17,135 | | |
Short-Term Investments | |
Investment Company | | | 274,502 | | | | — | | | | — | | | | 274,502 | | |
Repurchase Agreements | | | — | | | | 16,216 | | | | — | | | | 16,216 | | |
Total Short-Term Investments | | | 274,502 | | | | 16,216 | | | | — | | | | 290,718 | | |
Derivative Contract — PIPE | | | — | | | | — | | | | 2,024 | | | | 2,024 | | |
Total Assets | | $ | 5,127,984 | | | $ | 83,937 | | | $ | 2,024 | | | $ | 5,213,945 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Derivative Contract — PIPE (000) | |
Beginning Balance | | $ | — | | |
Purchases | | | — | | |
Sales | | | — | | |
PIPE transactions | | | 2,024 | | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | — | | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | 2,024 | | |
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2021 | | $ | 2,024 | | |
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021:
| | Fair Value at June 30, 2021 (000) | | Valuation Technique | | Unobservable Input | | Amount* | | Impact to Valuation from an Increase in Input** | |
PIPE | | $ | 2,024 | | | Market Implied | | Discount for Lack of Marketability and Transaction Risk | | | 10.0 | % | | Decrease | |
* Amount is indicative of the weighted average.
** Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.
3. Repurchase Agreements: The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-tomarket on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation
(depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a private investment in public equity transaction, including on a when-issued basis. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company's securities. The Fund's PIPE investment represents an unfunded subscription agreement in a private investment in public equity. The Fund will earmark or segregate cash or liquid assets or establish a segregated account on the Fund's books in which it will continually maintain cash or cash equivalents or other liquid portfolio securities equal in value to commitments to purchase securities on a forward commitment basis.
At June 30, 2021, the Fund's derivative contract PIPE position is reflected as a Derivative Contract — PIPE in the Consolidated Portfolio of Investments.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2021:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
PIPE | | Unrealized Appreciation on Derivative Contract — PIPE | | Equity Risk | | $ | 2,024 | | |
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, 2021 in accordance with ASC 815:
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Equity Risk | | Derivative Contract — PIPE | | $ | 2,024 | | |
At June 30, 2021, 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(a) (000) | | Liabilities (000) | |
Derivative Contract — PIPE | | $ | 2,024 | | | $ | — | | |
(a) Assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Derivative Contract — PIPE | |
Average monthly notional amount | | $ | 38,190,000 | | |
6. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an
affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Consolidated Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
The following table presents financial instruments that are subject to enforceable netting arrangements as of June 30, 2021:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Consolidated Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 151,613 | (b) | | $ | — | | | $ | (151,613 | )(c)(d) | | $ | 0 | | |
(b) Represents market value of loaned securities at period end.
(c) The Fund received cash collateral of approximately $109,953,000, of which approximately $106,855,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Consolidated Portfolio of Investments. As of June 30, 2021, there was uninvested cash of approximately $3,098,000, which is not reflected in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $49,128,000 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.
(d) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2021:
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 | | $ | 109,953 | | | $ | — | | | $ | — | | | $ | — | | | $ | 109,953 | | |
Total Borrowings | | $ | 109,953 | | | $ | — | | | $ | — | | | $ | — | | | $ | 109,953 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 109,953 | | |
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, Class IS 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.
9. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
10. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
11. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Interest income is recognized on the accrual basis except where collection is in doubt. 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, 2021, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.76% of the Fund's average daily net assets.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
The Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 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 IS 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, 2021, approximately $3,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
Effective March 5, 2021, the Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the Adviser and the Fund's Officers and Directors. The Adviser pays the Sub-Adviser on a monthly basis a portion of the net advisory fees the Adviser receives from the Fund.
The Adviser provides investment advisory services to the Subsidiary pursuant to the Subsidiary Investment Management Agreement (the "Agreement"). Under the Agreement, the Subsidiary will pay the Adviser at the end of each fiscal quarter, calculated by applying a quarterly rate, based on the annual rate of 0.05%, to the average daily net assets of the Subsidiary.
The Adviser has agreed to waive its advisory fees by the amount of advisory fees it receives from the Subsidiary.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement.
The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class L shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.50% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class L shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class C shares pursuant to Rule 12b-1 under the Act. Under the Distribution and Shareholder Services Plan, the Fund pays the Distributor a distribution fee, accrued daily and paid monthly, at an annual rate of 0.75% and a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class C shares.
The distribution and shareholder services fees are used to support the expenses associated with servicing and maintaining accounts. The Distributor may compensate other parties for providing shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
than long-term U.S. Government securities and short-term investments were approximately $1,386,367,000 and $516,410,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, advisory fees paid were reduced by approximately $77,000 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, 2021 is as follows:
Affiliated Investment Company/Issuer | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 372,133 | | | $ | 772,838 | | | $ | 870,469 | | | $ | 12 | | |
Canada Goose Holdings, Inc. | | | 145,556 | | | | 7,371 | | | | 64,500 | | | | — | | |
HUYA, Inc. ADR | | | 70,008 | | | | 28,753 | | | | 2,563 | | | | — | | |
| | $ | 587,697 | | | $ | 808,962 | | | $ | 937,532 | | | $ | 12 | | |
Affiliated Investment Company/Issuer (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 274,502 | | |
Canada Goose Holdings, Inc. | | | 15,397 | | | | 54,367 | | | | 158,191 | | |
HUYA, Inc. ADR | | | (1,051 | ) | | | (14,270 | ) | | | 80,877 | | |
| | $ | 14,346 | | | $ | 40,097 | | | $ | 513,570 | | |
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, 2021, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she
receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | 9,935 | | | $ | — | | | $ | — | | |
26
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated 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, primarily due to a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2020:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 8,033 | | | $ | (8,033 | ) | |
At December 31, 2020, the Fund had no distributable earnings on a tax basis.
During the year ended December 31, 2020, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $40,030,000.
Qualified late year losses are capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year that, if elected, are deemed to arise on the first day of the Fund's next taxable year. For the year ended December 31, 2020, the Fund intends to defer to January 1, 2021 for U.S. federal income tax purposes the following losses:
Qualified Late Year Ordinary Losses (000) | | Post-October Capital Losses (000) | |
$ | — | | | $ | 11,470 | | |
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 27.1%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
27
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
Special Purpose Acquisition Companies: The Fund may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering ("IPO") for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. The Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect the Fund's performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity's management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing the Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.
Private Investment in Public Equity: The Fund may acquire equity securities of an issuer that are issued through a PIPE transaction, including on a when-issued basis. The Fund will generally earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the company's securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of the Fund's investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
28
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-, three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were 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.
29
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
30
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Company
23 Church Street
16-01 Capital Square, Singapore 049481
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIIIOSAN
3691479 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Permanence Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Consolidated Expense Example | | | 3 | | |
Consolidated Portfolio of Investments | | | 4 | | |
Consolidated Statement of Assets and Liabilities | | | 6 | | |
Consolidated Statement of Operations | | | 7 | | |
Consolidated Statements of Changes in Net Assets | | | 8 | | |
Consolidated Financial Highlights | | | 9 | | |
Notes to Consolidated Financial Statements | | | 13 | | |
Investment Advisory Agreement Approval | | | 22 | | |
Liquidity Risk Management Program | | | 24 | | |
U.S. Customer Privacy Notice | | | 25 | | |
Director and Officer Information | | | 28 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,085.30 | | | $ | 1,020.58 | | | $ | 4.39 | | | $ | 4.26 | | | | 0.85 | % | |
Permanence Portfolio Class A | | | 1,000.00 | | | | 1,083.50 | | | | 1,018.84 | | | | 6.20 | | | | 6.01 | | | | 1.20 | | |
Permanence Portfolio Class C | | | 1,000.00 | | | | 1,078.50 | | | | 1,015.12 | | | | 10.05 | | | | 9.74 | | | | 1.95 | | |
Permanence Portfolio Class IS | | | 1,000.00 | | | | 1,086.00 | | | | 1,020.83 | | | | 4.14 | | | | 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, 2021 (unaudited)
Consolidated Portfolio of Investments
Permanence Portfolio
| | Shares | | Value (000) | |
Common Stocks (96.0%) | |
Aerospace & Defense (10.4%) | |
Axon Enterprise, Inc. (a) | | | 1,378 | | | $ | 243 | | |
HEICO Corp., Class A | | | 1,206 | | | | 150 | | |
| | | 393 | | |
Capital Markets (4.0%) | |
Intercontinental Exchange, Inc. | | | 482 | | | | 57 | | |
S&P Global, Inc. | | | 232 | | | | 95 | | |
| | | 152 | | |
Chemicals (2.9%) | |
Ecolab, Inc. | | | 268 | | | | 55 | | |
Sherwin-Williams Co. (The) | | | 205 | | | | 56 | | |
| | | 111 | | |
Commercial Services & Supplies (4.9%) | |
Cintas Corp. | | | 99 | | | | 38 | | |
Copart, Inc. (a) | | | 418 | | | | 55 | | |
Rollins, Inc. | | | 2,704 | | | | 92 | | |
| | | 185 | | |
Construction Materials (1.5%) | |
Martin Marietta Materials, Inc. | | | 159 | | | | 56 | | |
Containers & Packaging (1.0%) | |
Ball Corp. | | | 448 | | | | 36 | | |
Diversified Consumer Services (1.7%) | |
Chegg, Inc. (a) | | | 342 | | | | 29 | | |
Service Corp. International | | | 673 | | | | 36 | | |
| | | 65 | | |
Entertainment (4.4%) | |
Walt Disney Co. (The) (a) | | | 939 | | | | 165 | | |
Equity Real Estate Investment Trusts (REITs) (2.5%) | |
American Tower Corp. REIT | | | 223 | | | | 60 | | |
Equinix, Inc. REIT | | | 42 | | | | 34 | | |
| | | 94 | | |
Food & Staples Retailing (4.2%) | |
Costco Wholesale Corp. | | | 402 | | | | 159 | | |
Food Products (1.0%) | |
UTZ Brands, Inc. | | | 1,670 | | | | 36 | | |
Health Care Equipment & Supplies (7.6%) | |
Danaher Corp. | | | 355 | | | | 95 | | |
IDEXX Laboratories, Inc. (a) | | | 88 | | | | 56 | | |
Intuitive Surgical, Inc. (a) | | | 148 | | | | 136 | | |
| | | 287 | | |
Health Care Technology (4.0%) | |
Veeva Systems, Inc., Class A (a) | | | 490 | | | | 152 | | |
Hotels, Restaurants & Leisure (4.2%) | |
Domino's Pizza, Inc. | | | 121 | | | | 56 | | |
McDonald's Corp. | | | 233 | | | | 54 | | |
Starbucks Corp. | | | 445 | | | | 50 | | |
| | | 160 | | |
| | Shares | | Value (000) | |
Household Products (1.4%) | |
Colgate-Palmolive Co. | | | 641 | | | $ | 52 | | |
Industrial Conglomerates (2.5%) | |
Roper Technologies, Inc. | | | 201 | | | | 95 | | |
Insurance (1.5%) | |
Progressive Corp. (The) | | | 575 | | | | 56 | | |
Internet & Direct Marketing Retail (4.4%) | |
Amazon.com, Inc. (a) | | | 48 | | | | 165 | | |
Metals & Mining (1.0%) | |
Royal Gold, Inc. | | | 321 | | | | 37 | | |
Oil, Gas & Consumable Fuels (1.5%) | |
Texas Pacific Land Corp. | | | 36 | | | | 58 | | |
Pharmaceuticals (3.3%) | |
Royalty Pharma PLC, Class A (United Kingdom) | | | 2,988 | | | | 123 | | |
Professional Services (1.4%) | |
CoStar Group, Inc. (a) | | | 640 | | | | 53 | | |
Semiconductors & Semiconductor Equipment (5.5%) | |
ASML Holding N.V. (Registered) | | | 300 | | | | 207 | | |
Software (13.2%) | |
ANSYS, Inc. (a) | | | 95 | | | | 33 | | |
Appfolio, Inc., Class A (a) | | | 402 | | | | 57 | | |
Cadence Design Systems, Inc. (a) | | | 284 | | | | 39 | | |
Constellation Software, Inc. | | | 119 | | | | 180 | | |
Guidewire Software, Inc. (a) | | | 289 | | | | 33 | | |
Synopsys, Inc. (a) | | | 147 | | | | 41 | | |
Topicus.com, Inc. (a) | | | 528 | | | | 38 | | |
Tyler Technologies, Inc. (a) | | | 173 | | | | 78 | | |
| | | 499 | | |
Specialty Retail (2.6%) | |
AutoZone, Inc. (a) | | | 25 | | | | 37 | | |
Home Depot, Inc. (The) | | | 186 | | | | 60 | | |
| | | 97 | | |
Textiles, Apparel & Luxury Goods (1.5%) | |
NIKE, Inc., Class B | | | 357 | | | | 55 | | |
Trading Companies & Distributors (1.9%) | |
Fastenal Co. | | | 693 | | | | 36 | | |
Watsco, Inc. | | | 118 | | | | 34 | | |
| | | 70 | | |
Total Common Stocks (Cost $2,784) | | | 3,618 | | |
Investment Company (0.3%) | |
Grayscale Bitcoin Trust (a) (Cost $22) | | | 443 | | | | 13 | | |
Short-Term Investment (1.3%) | |
Investment Company (1.3%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $50) | | | 49,658 | | | | 50 | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Consolidated Portfolio of Investments (cont'd)
Permanence Portfolio
| | Shares | | Value (000) | |
Total Investments Excluding Purchased Options (97.6%) (Cost $2,856) | | | | $ | 3,681 | | |
Total Purchased Options Outstanding (0.0%) (b) (Cost $16) | | | 1 | | |
Total Investments (97.6%) (Cost $2,872) (c) | | | 3,682 | | |
Other Assets in Excess of Liabilities (2.4%) | | | 91 | | |
Net Assets (100.0%) | | $ | 3,773 | | |
(a) Non-income producing security.
(b) Amount is less than 0.05%.
(c) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book Purposes. The aggregate gross unrealized appreciation is approximately $847,000 and the aggregate gross unrealized depreciation is approximately $37,000, resulting in net unrealized appreciation of approximately $810,000.
REIT Real Estate Investment Trust.
Call Options Purchased:
The Fund had the following call options purchased open at June 30, 2021:
Counterparty | | Description | | Strike Price | | Expiration Date | | Number of Contracts | | Notional Amount (000) | | Value (000) | | Premiums Paid (000) | | Unrealized Depreciation (000) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.42 | | | Jan-22 | | | 800,000 | | | | 800 | | | $ | — | @ | | $ | 3 | | | $ | (3 | ) | |
Goldman Sachs International | | USD/CNH | | CNH | 7.57 | | | Mar-22 | | | 694,590 | | | | 695 | | | | 1 | | | | 4 | | | | (3 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.70 | | | Nov-21 | | | 700,000 | | | | 700 | | | | — | @ | | | 3 | | | | (3 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 7.98 | | | Sep-21 | | | 561,500 | | | | 562 | | | | — | @ | | | 3 | | | | (3 | ) | |
JP Morgan Chase Bank NA | | USD/CNH | | CNH | 8.10 | | | Jul-21 | | | 591,131 | | | | 591 | | | | — | @ | | | 3 | | | | (3 | ) | |
| | | | | | | | | | | | $ | 1 | | | $ | 16 | | | $ | (15 | ) | |
@ Value is less than $500.
CNH — Chinese Yuan Renminbi Offshore
USD — United States Dollar
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 57.3 | % | |
Software | | | 13.6 | | |
Aerospace & Defense | | | 10.7 | | |
Health Care Equipment & Supplies | | | 7.8 | | |
Semiconductors & Semiconductor Equipment | | | 5.6 | | |
Commercial Services & Supplies | | | 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, 2021 (unaudited)
Consolidated Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $2,822) | | $ | 3,632 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $50) | | | 50 | | |
Total Investments in Securities, at Value (Cost $2,872) | | | 3,682 | | |
Foreign Currency, at Value (Cost —@) | | | — | @ | |
Receivable for Investments Sold | | | 80 | | |
Due from Adviser | | | 39 | | |
Dividends Receivable | | | 1 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 50 | | |
Total Assets | | | 3,852 | | |
Liabilities: | |
Payable for Investments Purchased | | | 54 | | |
Payable for Professional Fees | | | 15 | | |
Payable for Custodian Fees | | | 2 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | — | @ | |
Payable for Organization Costs for Subsidiary | | | — | @ | |
Other Liabilities | | | 8 | | |
Total Liabilities | | | 79 | | |
Net Assets | | $ | 3,773 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 2,521 | | |
Total Distributable Earnings | | | 1,252 | | |
Net Assets | | $ | 3,773 | | |
CLASS I: | |
Net Assets | | $ | 3,535 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 222,405 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.90 | | |
CLASS A: | |
Net Assets | | $ | 197 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 12,420 | | |
Net Asset Value, Redemption Price Per Share | | $ | 15.83 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.88 | | |
Maximum Offering Price Per Share | | $ | 16.71 | | |
CLASS C: | |
Net Assets | | $ | 24 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,548 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.66 | | |
CLASS IS: | |
Net Assets | | $ | 17 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,061 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 15.91 | | |
@ 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, 2021 (unaudited)
Consolidated Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $—@ of foreign Taxes Withheld) | | $ | 21 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 21 | | |
Expenses: | |
Professional Fees | | | 39 | | |
Organization Costs for Subsidiary | | | 32 | | |
Registration Fees | | | 15 | | |
Advisory Fees (Note B) | | | 11 | | |
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 IS (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 3 | | |
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 I | | | — | @ | |
Sub Transfer Agency Fees — Class A | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Other Expenses | | | 7 | | |
Total Expenses | | | 121 | | |
Expenses Reimbursed by Adviser (Note B) | | | (93 | ) | |
Waiver of Advisory Fees (Note B) | | | (11 | ) | |
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 IS (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 14 | | |
Net Investment Income | | | 7 | | |
Realized Gain (Loss): | |
Investments Sold | | | 275 | | |
Foreign Currency Translation | | | (— | @) | |
Net Realized Gain | | | 275 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 8 | | |
Foreign Currency Translation | | | (— | @) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 8 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 283 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 290 | | |
@ 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, 2021
Consolidated Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Period from March 31, 2020^ to December 31, 2020* (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income (Loss) | | $ | 7 | | | $ | (— | @) | |
Net Realized Gain | | | 275 | | | | 344 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 8 | | | | 802 | | |
Net Increase in Net Assets Resulting from Operations | | | 290 | | | | 1,146 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (174 | ) | |
Class A | | | — | | | | (8 | ) | |
Class C | | | — | | | | (1 | ) | |
Class IS | | | — | | | | (1 | ) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (184 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 114 | | | | 2,025 | | |
Distributions Reinvested | | | — | | | | 174 | | |
Class A: | |
Subscribed | | | 228 | | | | 248 | | |
Distributions Reinvested | | | — | | | | 8 | | |
Redeemed | | | (301 | ) | | | (4 | ) | |
Class C: | |
Subscribed | | | 2 | | | | 15 | | |
Distributions Reinvested | | | — | | | | 1 | | |
Class IS: | |
Subscribed | | | — | | | | 10 | | |
Distributions Reinvested | | | — | | | | 1 | | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 43 | | | | 2,478 | | |
Total Increase in Net Assets | | | 333 | | | | 3,440 | | |
Net Assets: | |
Beginning of Period | | | 3,440 | | | | — | | |
End of Period | | $ | 3,773 | | | $ | 3,440 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 8 | | | | 203 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 12 | | |
Net Increase in Class I Shares Outstanding | | | 8 | | | | 215 | | |
Class A: | |
Shares Subscribed | | | 16 | | | | 17 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (21 | ) | | | (— | @@) | |
Net Increase (Decrease) in Class A Shares Outstanding | | | (5 | ) | | | 18 | | |
Class C: | |
Shares Subscribed | | | — | @@ | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Net Increase in Class C Shares Outstanding | | | — | @@ | | | 1 | | |
Class IS: | |
Shares Subscribed | | | — | | | | 1 | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Net Increase in Class IS Shares Outstanding | | | — | | | | 1 | | |
^ Commencement of Operations.
* Not consolidated.
@ 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, 2021
Consolidated Financial Highlights
Permanence Portfolio
| | Class I | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Period from March 31, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 14.65 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.02 | | | | (0.00 | )(4) | |
Net Realized and Unrealized Gain | | | 1.23 | | | | 5.51 | | |
Total from Investment Operations | | | 1.25 | | | | 5.51 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.86 | ) | |
Net Asset Value, End of Period | | $ | 15.90 | | | $ | 14.65 | | |
Total Return(5) | | | 8.53 | %(8) | | | 55.46 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 3,535 | | | $ | 3,147 | | |
Ratio of Expenses Before Expense Limitation | | | 6.78 | %(9) | | | 10.85 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 0.85 | %(6)(9) | | | 0.85 | %(6)(9) | |
Ratio of Net Investment Income (Loss) | | | 0.33 | %(6)(9) | | | (0.02 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7)(9) | |
Portfolio Turnover Rate | | | 36 | %(8) | | | 68 | %(8) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Permanence Portfolio
| | Class A | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Period from March 31, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 14.61 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.00 | (4) | | | (0.01 | ) | |
Net Realized and Unrealized Gain | | | 1.22 | | | | 5.48 | | |
Total from Investment Operations | | | 1.22 | | | | 5.47 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.86 | ) | |
Net Asset Value, End of Period | | $ | 15.83 | | | $ | 14.61 | | |
Total Return(5) | | | 8.35 | %(8) | | | 55.05 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 197 | | | $ | 256 | | |
Ratio of Expenses Before Expense Limitation | | | 7.87 | %(9) | | | 17.41 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 1.20 | %(6)(9) | | | 1.20 | %(6)(9) | |
Ratio of Net Investment Income (Loss) | | | 0.01 | %(6)(9) | | | (0.06 | )%(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7)(9) | |
Portfolio Turnover Rate | | | 36 | %(8) | | | 68 | %(8) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Permanence Portfolio
| | Class C | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Period from March 31, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 14.52 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(3) | | | (0.06 | ) | | | (0.11 | ) | |
Net Realized and Unrealized Gain | | | 1.20 | | | | 5.49 | | |
Total from Investment Operations | | | 1.14 | | | | 5.38 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.86 | ) | |
Net Asset Value, End of Period | | $ | 15.66 | | | $ | 14.52 | | |
Total Return(4) | | | 7.85 | %(7) | | | 54.15 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 24 | | | $ | 21 | | |
Ratio of Expenses Before Expense Limitation | | | 15.46 | %(8) | | | 24.15 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.95 | %(5)(8) | | | 1.95 | %(5)(8) | |
Ratio of Net Investment Loss | | | (0.76 | )%(5)(8) | | | (1.08 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 36 | %(7) | | | 68 | %(7) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Consolidated Financial Highlights
Permanence Portfolio
| | Class IS | |
Selected Per Share Data and Ratios | | Six Months Ended June 30, 2021 (unaudited) | | Period from March 31, 2020(1) to December 31, 2020(2) | |
Net Asset Value, Beginning of Period | | $ | 14.65 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(3) | | | 0.03 | | | | (0.00 | )(4) | |
Net Realized and Unrealized Gain | | | 1.23 | | | | 5.51 | | |
Total from Investment Operations | | | 1.26 | | | | 5.51 | | |
Distributions from and/or in Excess of: | |
Net Realized Gain | | | — | | | | (0.86 | ) | |
Net Asset Value, End of Period | | $ | 15.91 | | | $ | 14.65 | | |
Total Return(5) | | | 8.60 | %(8) | | | 55.45 | %(8) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 17 | | | $ | 16 | | |
Ratio of Expenses Before Expense Limitation | | | 17.66 | %(9) | | | 25.34 | %(9) | |
Ratio of Expenses After Expense Limitation | | | 0.80 | %(6)(9) | | | 0.80 | %(6)(9) | |
Ratio of Net Investment Income | | | 0.39 | %(6)(9) | | | 0.03 | %(6)(9) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(7)(9) | | | 0.00 | %(7)(9) | |
Portfolio Turnover Rate | | | 36 | %(8) | | | 68 | %(8) | |
(1) Commencement of Operations.
(2) Not consolidated.
(3) Per share amount is based on average shares outstanding.
(4) Amount is less than $0.005 per share.
(5) Calculated based on the net asset value as of the last business day of the period.
(6) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(7) Amount is less than 0.005%.
(8) Not annualized.
(9) Annualized.
The accompanying notes are an integral part of the consolidated financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying consolidated financial statements relate to the Permanence Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class IS.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its consolidated financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results may differ from those estimates.
The Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands, Permanence Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. The Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. The consolidated portfolio of investments and consolidated financial statements include the positions and accounts of the Fund and the Subsidiary. All intercompany accounts and transactions of the Fund and the Subsidiary have been eliminated in consolidation. As of June 30, 2021, the Subsidiary represented approximately $14,000 or approximately 0.38% of the total net assets of the Fund.
Investments in the Subsidiary are expected to provide the Fund with exposure to bitcoin within the limitations of Subchapter M of the Code and recent Internal Revenue Service ("IRS") revenue rulings, which require that a mutual fund receive no more than ten percent of its gross income from such investments in order to receive favorable tax treatment as a regulated investment company ("RIC"). Tax treatment of the income received from the Subsidiary may potentially be affected by
changes in legislation, regulations or other legally binding authority, which could affect the character, timing and amount of the Fund's taxable income and distributions. If such changes occur, the Fund may need to significantly change its investment strategy and recognize unrealized gains in order to remain qualified for taxation as a RIC, which could adversely affect the Fund.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between its latest bid and ask prices. Unlisted options are valued at the mean between their latest bid and ask prices from a broker/dealer or valued by a pricing service/vendor; (5) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior
to the close of the NYSE; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
• 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, 2021:
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 | | $ | 393 | | | $ | — | | | $ | — | | | $ | 393 | | |
Capital Markets | | | 152 | | | | — | | | | — | | | | 152 | | |
Chemicals | | | 111 | | | | — | | | | — | | | | 111 | | |
Commercial Services & Supplies | | | 185 | | | | — | | | | — | | | | 185 | | |
Construction Materials | | | 56 | | | | — | | | | — | | | | 56 | | |
Containers & Packaging | | | 36 | | | | — | | | | — | | | | 36 | | |
Diversified Consumer Services | | | 65 | | | | — | | | | — | | | | 65 | | |
Entertainment | | | 165 | | | | — | | | | — | | | | 165 | | |
Equity Real Estate Investment Trusts (REITs) | | | 94 | | | | — | | | | — | | | | 94 | | |
Food & Staples Retailing | | | 159 | | | | — | | | | — | | | | 159 | | |
Food Products | | | 36 | | | | — | | | | — | | | | 36 | | |
Health Care Equipment & Supplies | | | 287 | | | | — | | | | — | | | | 287 | | |
Health Care Technology | | | 152 | | | | — | | | | — | | | | 152 | | |
Hotels, Restaurants & Leisure | | | 160 | | | | — | | | | — | | | | 160 | | |
Household Products | | | 52 | | | | — | | | | — | | | | 52 | | |
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) | |
Industrial Conglomerates | | $ | 95 | | | $ | — | | | $ | — | | | $ | 95 | | |
Insurance | | | 56 | | | | — | | | | — | | | | 56 | | |
Internet & Direct Marketing Retail | | | 165 | | | | — | | | | — | | | | 165 | | |
Metals & Mining | | | 37 | | | | — | | | | — | | | | 37 | | |
Oil, Gas & Consumable Fuels | | | 58 | | | | — | | | | — | | | | 58 | | |
Pharmaceuticals | | | 123 | | | | — | | | | — | | | | 123 | | |
Professional Services | | | 53 | | | | — | | | | — | | | | 53 | | |
Semiconductors & Semiconductor Equipment | | | 207 | | | | — | | | | — | | | | 207 | | |
Software | | | 461 | | | | 38 | | | | — | | | | 499 | | |
Specialty Retail | | | 97 | | | | — | | | | — | | | | 97 | | |
Textiles, Apparel & Luxury Goods | | | 55 | | | | — | | | | — | | | | 55 | | |
Trading Companies & Distributors | | | 70 | | | | — | | | | — | | | | 70 | | |
Total Common Stocks | | | 3,580 | | | | 38 | | | | — | | | | 3,618 | | |
Call Options Purchased | | | — | | | | 1 | | | | — | | | | 1 | | |
Investment Company | | | 13 | | | | — | | | | — | | | | 13 | | |
Short-Term Investment | |
Investment Company | | | 50 | | | | — | | | | — | | | | 50 | | |
Total Assets | | $ | 3,643 | | | $ | 39 | | | $ | — | | | $ | 3,682 | | |
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
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Consolidated Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Consolidated Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Derivatives: The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission ("SEC") rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Options: With respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium paid by the Fund. The Fund may purchase and/or sell put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options are reported as part of "Total Investments in Securities" in the Consolidated Statement of Assets and Liabilities. Premiums paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or foreign currency, or futures contract on the underlying instrument or foreign currency, at an agreed-upon price during a period of time or on a specified date typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of June 30, 2021:
| | Asset Derivatives Consolidated Statement of Assets and Liabilities Location | | Primary Risk Exposure | | Value (000) | |
Purchased Options | | Investments, at Value (Purchased Options) | | Currency Risk | | $ | 1 | (a) | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended June 30, 2021 in accordance with ASC 815:
Realized Gain (Loss) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk Investments | | (Purchased Options) | | $ | (2 | )(b) | |
(b) Amounts are included in Investments Sold in the Consolidated Statement of Operations.
Change in Unrealized Appreciation (Depreciation) | |
Primary Risk Exposure | | Derivative Type | | Value (000) | |
Currency Risk | | Investments (Purchased Options) | | $ | (6 | )(c) | |
(c) Amounts are included in Investments in the Consolidated Statement of Operations.
At June 30, 2021, the Fund's derivative assets and liabilities are as follows:
Gross Amounts of Assets and Liabilities Presented in the Consolidated Statement of Assets and Liabilities | |
Derivatives | | Assets(d) (000) | | Liabilities(d) (000) | |
Purchased Options | | $ | 1 | (a) | | $ | — | | |
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
(d) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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, 2021:
Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities | |
Counterparty | | Gross Asset Derivatives Presented in the Consolidated Statement of Assets and Liabilities(a) (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
Goldman Sachs International | | $ | 1 | | | $ | — | | | $ | — | | | $ | 1 | | |
JP Morgan Chase Bank NA | | | — | @ | | | — | | | | — | | | | — | @ | |
Total | | $ | 1 | | | $ | — | | | $ | — | | | $ | 1 | | |
@ Value is less than $500.
(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.
For the six months ended June 30, 2021, the approximate average monthly amount outstanding for each derivative type is as follows:
Purchased Options: | |
Average monthly notional amount | | | 3,399,000 | | |
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. Interest income is recognized on the accrual basis except where collection is in doubt. 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, 2021, 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,
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
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 IS 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, 2021, approximately $11,000 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.
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 shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $1,234,000 and $1,249,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Liquidity Funds. For the six months ended June 30, 2021, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Funds.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 98 | | | $ | 899 | | | $ | 947 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 50 | | |
@ 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, 2021, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the consolidated financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for consolidated financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Consolidated Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. The tax year ended December 31, 2020 remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal year 2020 was as follows:
| | 2020 Distributions Paid From: Ordinary Income (000) | |
| | $ | 184 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to a nondeductible expense, resulted in the following reclassifications among the components of net assets at December 31, 2020:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | — | @ | | $ | (— | @) | |
@ Amount is less than $500.
At December 31, 2020, 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) | |
$ | 188 | | | $ | — | | |
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Consolidated Financial Statements (cont'd)
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 44.7%.
K. Market Risk and Risks Relating to Certain Financial Instruments:
Bitcoin: The Fund may have exposure to bitcoin indirectly through investments in GBTC, a privately offered investment vehicle that invests in bitcoin. Cryptocurrencies (also referred to as "virtual currencies" and "digital currencies") are digital assets designed to act as a medium of exchange. Although cryptocurrency is an emerging asset class, there are thousands of cryptocurrencies, the most well-known of which is bitcoin. Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other identified body. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. For example, the bitcoin held by GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in the global market for the trading of cryptocurrency, which consists primarily of transactions on electronic exchanges. The price of bitcoin could drop precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the
bitcoin network or a change in user preference to competing cryptocurrencies. The GBTC exposure to cryptocurrency could result in substantial losses to the Fund.
Market: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 period since the end of March 2020, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's contractual management fee and total expense ratio were higher than but close to its peer 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.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIPERMSAN
3691443 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
Real Assets Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 8 | | |
Statement of Operations | | | 10 | | |
Statements of Changes in Net Assets | | | 11 | | |
Financial Highlights | | | 12 | | |
Notes to Financial Statements | | | 16 | | |
Investment Advisory Agreement Approval | | | 24 | | |
Liquidity Risk Management Program | | | 26 | | |
U.S. Customer Privacy Notice | | | 27 | | |
Director and Officer Information | | | 30 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Dear Shareholders,
We are pleased to provide this Semi-Annual Report, in which you will learn how your investment in Real Assets 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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Expense Example
Real Assets 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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value | | Actual Expenses Paid During Period* | | Hypothetical Expenses Paid During Period* | | Net Expense Ratio During Period** | |
Real Assets Portfolio Class I | | $ | 1,000.00 | | | $ | 1,111.10 | | | $ | 1,020.98 | | | $ | 4.03 | | | $ | 3.86 | | | | 0.77 | % | |
Real Assets Portfolio Class A | | | 1,000.00 | | | | 1,109.10 | | | | 1,019.09 | | | | 6.01 | | | | 5.76 | | | | 1.15 | | |
Real Assets Portfolio Class C | | | 1,000.00 | | | | 1,105.90 | | | | 1,015.37 | | | | 9.92 | | | | 9.49 | | | | 1.90 | | |
Real Assets Portfolio Class IS | | | 1,000.00 | | | | 1,111.20 | | | | 1,021.08 | | | | 3.93 | | | | 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, 2021 (unaudited)
Portfolio of Investments
Real Assets Portfolio
| | Shares | | Value (000) | |
Common Stocks (74.5%) | |
Australia (2.7%) | |
Atlas Arteria Ltd. | | | 11,005 | | | $ | 53 | | |
Charter Hall Group REIT | | | 8,155 | | | | 95 | | |
CSL Ltd. | | | 337 | | | | 72 | | |
Endeavour Group Ltd. (a) | | | 1,569 | | | | 7 | | |
Goodman Group REIT | | | 4,865 | | | | 77 | | |
Mirvac Group REIT | | | 46,126 | | | | 101 | | |
Sydney Airport (a) | | | 9,937 | | | | 43 | | |
Transurban Group | | | 15,519 | | | | 166 | | |
Wesfarmers Ltd. | | | 1,496 | | | | 66 | | |
Woolworths Group Ltd. | | | 1,569 | | | | 45 | | |
| | | 725 | | |
Belgium (0.2%) | |
Aedifica SA REIT | | | 469 | | | | 62 | | |
Canada (4.0%) | |
Bank of Montreal | | | 702 | | | | 72 | | |
Canadian National Railway Co. | | | 363 | | | | 38 | | |
Enbridge, Inc. | | | 5,689 | | | | 228 | | |
Gibson Energy, Inc. (b) | | | 9,369 | | | | 180 | | |
Great-West Lifeco, Inc. | | | 1,866 | | | | 55 | | |
Manulife Financial Corp. | | | 3,417 | | | | 67 | | |
Pembina Pipeline Corp. (b) | | | 3,383 | | | | 107 | | |
RioCan Real Estate Investment Trust | | | 4,412 | | | | 79 | | |
Royal Bank of Canada | | | 589 | | | | 60 | | |
TC Energy Corp. | | | 4,049 | | | | 200 | | |
| | | 1,086 | | |
China (2.6%) | |
China Gas Holdings Ltd. (c) | | | 71,118 | | | | 217 | | |
China Merchants Port Holdings Co., Ltd. (c) | | | 30,129 | | | | 44 | | |
China Overseas Land & Investment Ltd. (c) | | | 23,896 | | | | 54 | | |
China Resources Land Ltd. (c) | | | 13,264 | | | | 54 | | |
GDS Holdings Ltd. ADR (a) | | | 2,229 | | | | 175 | | |
Jiangsu Expressway Co., Ltd. H Shares (c) | | | 69,138 | | | | 78 | | |
Zhejiang Expressway Co., Ltd., Class H (c) | | | 102,000 | | | | 91 | | |
| | | 713 | | |
Denmark (0.3%) | |
Orsted A/S | | | 497 | | | | 70 | | |
France (3.0%) | |
Airbus SE (a) | | | 462 | | | | 59 | | |
Bollore SA | | | 10,370 | | | | 56 | | |
Dassault Systemes SE | | | 206 | | | | 50 | | |
Getlink SE | | | 3,695 | | | | 58 | | |
ICADE REIT | | | 781 | | | | 67 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 98 | | | | 77 | | |
Mercialys SA REIT | | | 8,492 | | | | 103 | | |
Societe Generale SA | | | 2,038 | | | | 60 | | |
Vinci SA | | | 2,675 | | | | 285 | | |
| | | 815 | | |
| | Shares | | Value (000) | |
Germany (2.3%) | |
Alstria Office AG REIT | | | 6,860 | | | $ | 127 | | |
BASF SE | | | 976 | | | | 77 | | |
Deutsche Wohnen SE | | | 3,686 | | | | 225 | | |
SAP SE | | | 377 | | | | 53 | | |
Siemens AG (Registered) | | | 388 | | | | 61 | | |
Vantage Towers AG (a) | | | 2,198 | | | | 71 | | |
| | | 614 | | |
Hong Kong (1.9%) | |
ESR Cayman Ltd. (a) | | | 22,000 | | | | 74 | | |
Hong Kong & China Gas Co., Ltd. | | | 34,993 | | | | 55 | | |
New World Development Co. Ltd. | | | 13,000 | | | | 68 | | |
Power Assets Holdings Ltd. | | | 13,000 | | | | 80 | | |
Wharf Real Estate Investment Co., Ltd. | | | 31,694 | | | | 184 | | |
Xinyi Glass Holdings Ltd. | | | 13,576 | | | | 55 | | |
| | | 516 | | |
India (0.1%) | |
Azure Power Global Ltd. (a) | | | 474 | | | | 13 | | |
Italy (1.0%) | |
Atlantia SpA (a) | | | 3,590 | | | | 65 | | |
Ferrari N.V. | | | 284 | | | | 59 | | |
Infrastrutture Wireless Italiane SpA | | | 7,559 | | | | 85 | | |
Terna SpA | | | 9,028 | | | | 67 | | |
| | | 276 | | |
Japan (5.0%) | |
Activia Properties, Inc. REIT | | | 15 | | | | 71 | | |
Central Japan Railway Co. | | | 200 | | | | 30 | | |
East Japan Railway Co. | | | 1,300 | | | | 93 | | |
Idemitsu Kosan Co., Ltd. | | | 2,155 | | | | 52 | | |
ITOCHU Corp. | | | 2,281 | | | | 66 | | |
Japan Hotel REIT Investment Corp. | | | 163 | | | | 98 | | |
Japan Metropolitan Fund Investment Corp. REIT | | | 56 | | | | 61 | | |
Marubeni Corp. | | | 8,422 | | | | 73 | | |
Mitsubishi Corp. | | | 2,738 | | | | 75 | | |
Mitsui & Co., Ltd. | | | 2,698 | | | | 61 | | |
Mitsui Fudosan Co., Ltd. | | | 8,800 | | | | 204 | | |
Nippon Building Fund, Inc. REIT | | | 22 | | | | 137 | | |
Nippon Prologis REIT Inc. | | | 44 | | | | 140 | | |
Nomura Real Estate Master Fund, Inc. REIT | | | 40 | | | | 64 | | |
Sumitomo Corp. | | | 4,506 | | | | 60 | | |
Toyota Tsusho Corp. | | | 1,383 | | | | 65 | | |
| | | 1,350 | | |
Mexico (0.7%) | |
Grupo Aeroportuario del Pacifico SAB de CV, Class B (a) | | | 7,953 | | | | 85 | | |
Grupo Aeroportuario del Sureste SAB de CV, Class B (a) | | | 5,289 | | | | 98 | | |
Promotora y Operadora de Infraestructura SAB de CV | | | 1,157 | | | | 9 | | |
| | | 192 | | |
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Real Assets Portfolio
| | Shares | | Value (000) | |
Netherlands (0.4%) | |
ASML Holding N.V. | | | 77 | | | $ | 53 | | |
Randstad N.V. | | | 723 | | | | 55 | | |
| | | 108 | | |
New Zealand (0.1%) | |
Auckland International Airport Ltd. (a) | | | 7,193 | | | | 37 | | |
Portugal (0.1%) | |
EDP Renovaveis SA | | | 1,391 | | | | 32 | | |
Singapore (0.6%) | |
DBS Group Holdings Ltd. | | | 2,685 | | | | 59 | | |
Keppel DC REIT | | | 24,300 | | | | 45 | | |
Parkway Life Real Estate Investment Trust REIT | | | 19,200 | | | | 66 | | |
| | | 170 | | |
South Africa (0.0%) (d) | |
Thungela Resources Ltd. (a)(b) | | | 2 | | | | — | @ | |
Spain (1.4%) | |
Aena SME SA (a) | | | 330 | | | | 54 | | |
Cellnex Telecom SA | | | 2,032 | | | | 129 | | |
Ferrovial SA | | | 2,761 | | | | 81 | | |
Iberdrola SA | | | 3,275 | | | | 40 | | |
Merlin Properties Socimi SA REIT | | | 6,332 | | | | 66 | | |
| | | 370 | | |
Sweden (0.3%) | |
Hufvudstaden AB, Class A | | | 1,631 | | | | 28 | | |
Telia Co., AB | | | 12,848 | | | | 57 | | |
| | | 85 | | |
Switzerland (1.5%) | |
Barry Callebaut AG (Registered) | | | 27 | | | | 63 | | |
Cie Financiere Richemont SA (Registered) | | | 479 | | | | 58 | | |
Flughafen Zurich AG (Registered) (a) | | | 362 | | | | 60 | | |
Novartis AG (Registered) | | | 734 | | | | 67 | | |
Roche Holding AG (Genusschein) | | | 259 | | | | 97 | | |
Swatch Group AG (The) | | | 166 | | | | 57 | | |
| | | 402 | | |
United Kingdom (3.9%) | |
Anglo American PLC | | | 27 | | | | 1 | | |
GlaxoSmithKline PLC | | | 3,572 | | | | 70 | | |
Grainger PLC | | | 17,120 | | | | 67 | | |
Hammerson PLC REIT (b) | | | 136,153 | | | | 70 | | |
Helical PLC | | | 22,343 | | | | 134 | | |
Land Securities Group PLC REIT | | | 10,164 | | | | 95 | | |
LondonMetric Property PLC REIT | | | 17,249 | | | | 55 | | |
National Grid PLC | | | 20,256 | | | | 258 | | |
Next PLC (a) | | | 466 | | | | 51 | | |
Pennon Group PLC | | | 3,948 | | | | 62 | | |
Rio Tinto PLC | | | 603 | | | | 50 | | |
Royal Dutch Shell PLC, Class B | | | 3,554 | | | | 69 | | |
Segro PLC REIT | | | 48 | | | | 1 | | |
Severn Trent PLC | | | 1,647 | | | | 57 | | |
| | | 1,040 | | |
| | Shares | | Value (000) | |
United States (42.4%) | |
Abbott Laboratories | | | 408 | | | $ | 47 | | |
Accenture PLC, Class A | | | 190 | | | | 56 | | |
Adobe, Inc. (a) | | | 172 | | | | 101 | | |
Alexandria Real Estate Equities, Inc. REIT | | | 744 | | | | 135 | | |
Alphabet, Inc., Class A (a) | | | 85 | | | | 213 | | |
Altria Group, Inc. | | | 1,017 | | | | 49 | | |
Amazon.com, Inc. (a) | | | 54 | | | | 186 | | |
Ameren Corp. | | | 1,178 | | | | 94 | | |
American Campus Communities, Inc. REIT | | | 2,847 | | | | 133 | | |
American Electric Power Co., Inc. | | | 1,385 | | | | 117 | | |
American Express Co. | | | 446 | | | | 74 | | |
American Tower Corp. REIT | | | 2,008 | | | | 542 | | |
American Water Works Co., Inc. | | | 1,269 | | | | 196 | | |
Apple, Inc. | | | 2,183 | | | | 299 | | |
Applied Materials, Inc. | | | 399 | | | | 57 | | |
AT&T, Inc. | | | 1,833 | | | | 53 | | |
Atmos Energy Corp. | | | 960 | | | | 92 | | |
AvalonBay Communities, Inc. REIT | | | 652 | | | | 136 | | |
Avangrid, Inc. | | | 1,365 | | | | 70 | | |
Bank of America Corp. | | | 2,199 | | | | 91 | | |
Berkshire Hathaway, Inc., Class B (a) | | | 343 | | | | 95 | | |
Boston Properties, Inc. REIT | | | 633 | | | | 73 | | |
Boyd Gaming Corp. (a) | | | 1,699 | | | | 104 | | |
Caesars Entertainment, Inc. (a) | | | 687 | | | | 71 | | |
Caterpillar, Inc. | | | 203 | | | | 44 | | |
Celanese Corp. | | | 438 | | | | 66 | | |
Charles Schwab Corp. (The) | | | 689 | | | | 50 | | |
Cheniere Energy, Inc. (a) | | | 1,967 | | | | 171 | | |
Coca-Cola Co. (The) | | | 1,007 | | | | 55 | | |
Columbia Property Trust, Inc. REIT | | | 3,942 | | | | 69 | | |
Comcast Corp., Class A | | | 1,127 | | | | 64 | | |
Copart, Inc. (a) | | | 499 | | | | 66 | | |
Costco Wholesale Corp. | | | 138 | | | | 55 | | |
Crown Castle International Corp. REIT | | | 2,710 | | | | 529 | | |
CSX Corp. | | | 1,671 | | | | 54 | | |
CyrusOne, Inc. REIT | | | 1,290 | | | | 92 | | |
Danaher Corp. | | | 245 | | | | 66 | | |
Edison International | | | 1,875 | | | | 108 | | |
Empire State Realty Trust, Inc., Class A REIT | | | 12,780 | | | | 153 | | |
Equinix, Inc. REIT | | | 253 | | | | 203 | | |
Eversource Energy | | | 1,585 | | | | 127 | | |
Facebook, Inc., Class A (a) | | | 363 | | | | 126 | | |
Globe Life, Inc. | | | 570 | | | | 54 | | |
Healthcare Trust of America, Inc., Class A REIT | | | 2,928 | | | | 78 | | |
Healthpeak Properties, Inc. REIT | | | 8,098 | | | | 270 | | |
Hilton Worldwide Holdings, Inc. (a) | | | 451 | | | | 54 | | |
Honeywell International, Inc. | | | 268 | | | | 59 | | |
Intuitive Surgical, Inc. (a) | | | 90 | | | | 83 | | |
Invitation Homes, Inc. REIT | | | 4,594 | | | | 171 | | |
Jacobs Engineering Group, Inc. | | | 364 | | | | 49 | | |
Johnson & Johnson | | | 446 | | | | 73 | | |
JPMorgan Chase & Co. | | | 812 | | | | 126 | | |
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Real Assets Portfolio
| | Shares | | Value (000) | |
United States (cont'd) | |
Kimco Realty Corp. REIT | | | 5,532 | | | $ | 115 | | |
Life Storage, Inc. REIT | | | 1,277 | | | | 137 | | |
Marathon Oil Corp. | | | 4,551 | | | | 62 | | |
Marriott International, Inc., Class A (a) | | | 346 | | | | 47 | | |
Mastercard, Inc., Class A | | | 179 | | | | 65 | | |
Medtronic PLC | | | 464 | | | | 58 | | |
Merck & Co., Inc. | | | 831 | | | | 65 | | |
Micron Technology, Inc. (a) | | | 558 | | | | 47 | | |
Microsoft Corp. | | | 959 | | | | 260 | | |
Motorola Solutions, Inc. | | | 244 | | | | 53 | | |
NETSTREIT Corp. REIT | | | 4,586 | | | | 106 | | |
NextEra Energy, Inc. | | | 1,047 | | | | 77 | | |
Norfolk Southern Corp. | | | 206 | | | | 55 | | |
NVIDIA Corp. | | | 102 | | | | 82 | | |
ONEOK, Inc. | | | 2,662 | | | | 148 | | |
Organon & Co. (a) | | | 82 | | | | 2 | | |
PepsiCo, Inc. | | | 341 | | | | 51 | | |
PNC Financial Services Group, Inc. (The) | | | 295 | | | | 56 | | |
Procter & Gamble Co. (The) | | | 502 | | | | 68 | | |
ProLogis, Inc. REIT | | | 3,413 | | | | 408 | | |
PTC, Inc. (a) | | | 344 | | | | 49 | | |
Public Storage REIT | | | 1,146 | | | | 345 | | |
QUALCOMM, Inc. | | | 365 | | | | 52 | | |
Republic Services, Inc. | | | 816 | | | | 90 | | |
RPT Realty REIT | | | 9,498 | | | | 123 | | |
salesforce.com, Inc. (a) | | | 281 | | | | 69 | | |
SBA Communications Corp. REIT | | | 433 | | | | 138 | | |
Schlumberger N.V. | | | 2,289 | | | | 73 | | |
Sempra Energy | | | 1,490 | | | | 197 | | |
Targa Resources Corp. | | | 2,803 | | | | 125 | | |
Tesla, Inc. (a) | | | 124 | | | | 84 | | |
Texas Instruments, Inc. | | | 374 | | | | 72 | | |
Thermo Fisher Scientific, Inc. | | | 113 | | | | 57 | | |
TJX Cos., Inc. (The) | | | 817 | | | | 55 | | |
UDR, Inc. REIT | | | 3,468 | | | | 170 | | |
Union Pacific Corp. | | | 227 | | | | 50 | | |
UnitedHealth Group, Inc. | | | 198 | | | | 79 | | |
Urban Edge Properties REIT | | | 9,830 | | | | 188 | | |
US Bancorp | | | 924 | | | | 53 | | |
Ventas, Inc. REIT | | | 2,387 | | | | 136 | | |
VICI Properties, Inc. REIT | | | 5,460 | | | | 169 | | |
Visa, Inc., Class A | | | 300 | | | | 70 | | |
Walt Disney Co. (The) (a) | | | 477 | | | | 84 | | |
Weingarten Realty Investors REIT | | | 7,959 | | | | 255 | | |
Wells Fargo & Co. | | | 1,308 | | | | 59 | | |
Welltower, Inc. REIT | | | 3,270 | | | | 272 | | |
Williams Cos., Inc. (The) | | | 4,399 | | | | 117 | | |
Xylem, Inc. | | | 486 | | | | 58 | | |
Zoom Video Communications, Inc., Class A (a) | | | 81 | | | | 31 | | |
| | | 11,481 | | |
Total Common Stocks (Cost $17,243) | | | 20,157 | | |
| | Face Amount (000) | | Value (000) | |
U.S. Treasury Securities (22.4%) | |
United States (22.4%) | |
U.S. Treasury Inflation Index Notes (TIPS), | |
0.13%, 7/15/22 - 1/15/31 | | $ | 1,331 | | | $ | 1,441 | | |
0.38%, 7/15/23 - 1/15/27 | | | 1,701 | | | | 1,854 | | |
0.50%, 1/15/28 | | | 274 | | | | 307 | | |
0.75%, 2/15/42 | | | 223 | | | | 272 | | |
0.88%, 1/15/29 | | | 264 | | | | 306 | | |
1.00%, 2/15/46 - 2/15/48 | | | 324 | | | | 425 | | |
2.00%, 1/15/26 | | | 254 | | | | 299 | | |
2.13%, 2/15/40 | | | 105 | | | | 157 | | |
3.88%, 4/15/29 | | | 93 | | | | 130 | | |
U.S. Treasury Inflation Indexed Bonds, | |
0.25%, 1/15/25 - 2/15/50 | | | 784 | | | | 857 | | |
Total U.S. Treasury Securities (Cost $5,747) | | | 6,048 | | |
| | Shares | | | |
Short-Term Investments (4.1%) | |
Securities held as Collateral on Loaned Securities (0.9%) | |
Investment Companies (0.8%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) | | | 211,078 | | | | 211 | | |
| | Face Amount (000) | | | |
Repurchase Agreements (0.1%) | |
HSBC Securities USA, Inc. (0.05%, dated 6/30/21, due 7/1/21; proceeds $10; fully collateralized by a U.S. Government obligation; 0.00% due 2/15/23; valued at $10) | | $ | 10 | | | | 10 | | |
Merrill Lynch & Co., Inc. (0.05%, dated 6/30/21, due 7/1/21; proceeds $28; fully collateralized by U.S. Government obligations; 0.00% - 3.63% due 12/30/21 - 8/15/43; valued at $28) | | | 28 | | | | 28 | | |
| | | 38 | | |
Total Securities held as Collateral on Loaned Securities (Cost $249) | | | 249 | | |
| | Shares | | | |
Investment Company (3.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $874) | | | 874,079 | | | | 874 | | |
Total Short-Term Investments (Cost $1,123) | | | 1,123 | | |
Total Investments (101.0%) (Cost $24,113) Including $298 of Securities Loaned (e) | | | 27,328 | | |
Liabilities in Excess of Other Assets (–1.0%) | | | (272 | ) | |
Net Assets (100.0%) | | $ | 27,056 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
Real Assets 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, 2021.
(c) Security trades on the Hong Kong exchange.
(d) Amount is less than 0.05%.
(e) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $3,330,000 and the aggregate gross unrealized depreciation is approximately $115,000, resulting in net unrealized appreciation of approximately $3,215,000.
@ Value is less than $500.
ADR American Depositary Receipt.
REIT Real Estate Investment Trust.
TIPS Treasury Inflation Protected Security.
Portfolio Composition*
Classification | | Percentage of Total Investments | |
Other** | | | 47.5 | % | |
Equity Real Estate Investment Trusts (REITs) | | | 24.8 | | |
U.S. Treasury Securities | | | 22.3 | | |
Oil, Gas & Consumable Fuels | | | 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, 2021.
** Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
7
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value(1) (Cost $23,028) | | $ | 26,243 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $1,085) | | | 1,085 | | |
Total Investments in Securities, at Value (Cost $24,113) | | | 27,328 | | |
Foreign Currency, at Value (Cost $87) | | | 87 | | |
Cash from Securities Lending | | | 7 | | |
Dividends Receivable | | | 56 | | |
Due from Adviser | | | 34 | | |
Receivable for Investments Sold | | | 15 | | |
Interest Receivable | | | 12 | | |
Tax Reclaim Receivable | | | 6 | | |
Receivable from Affiliate | | | — | @ | |
Receivable from Securities Lending Income | | | — | @ | |
Other Assets | | | 66 | | |
Total Assets | | | 27,611 | | |
Liabilities: | |
Collateral on Securities Loaned, at Value | | | 256 | | |
Payable for Investments Purchased | | | 205 | | |
Payable for Professional Fees | | | 39 | | |
Payable for Custodian Fees | | | 31 | | |
Payable for Administration Fees | | | 2 | | |
Payable for Shareholder Services Fees — Class A | | | — | @ | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 1 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | — | @ | |
Other Liabilities | | | 21 | | |
Total Liabilities | | | 555 | | |
Net Assets | | $ | 27,056 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 23,950 | | |
Total Distributable Earnings | | | 3,106 | | |
Net Assets | | $ | 27,056 | | |
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Statement of Assets and Liabilities (cont'd) | | June 30, 2012 (000) | |
CLASS I: | |
Net Assets | | $ | 25,570 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 2,222,586 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 11.50 | | |
CLASS A: | |
Net Assets | | $ | 183 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 15,919 | | |
Net Asset Value, Redemption Price Per Share | | $ | 11.52 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.64 | | |
Maximum Offering Price Per Share | | $ | 12.16 | | |
CLASS C: | |
Net Assets | | $ | 1,291 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 112,922 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 11.44 | | |
CLASS IS: | |
Net Assets | | $ | 12 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,041 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 11.50 | | |
(1) Including: Securities on Loan, at Value: | | $ | 298 | | |
@ 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, 2021 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $15 of Foreign Taxes Withheld) | | $ | 237 | | |
Interest from Securities of Unaffiliated Issuers | | | 110 | | |
Income from Securities Loaned — Net | | | 1 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 348 | | |
Expenses: | |
Advisory Fees (Note B) | | | 65 | | |
Professional Fees | | | 58 | | |
Custodian Fees (Note F) | | | 36 | | |
Registration Fees | | | 15 | | |
Shareholder Reporting Fees | | | 13 | | |
Administration Fees (Note C) | | | 9 | | |
Pricing Fees | | | 9 | | |
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 IS (Note E) | | | 1 | | |
Shareholder Services Fees — Class A (Note D) | | | — | @ | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 3 | | |
Directors' Fees and Expenses | | | 2 | | |
Sub Transfer Agency Fees — Class I | | | 2 | | |
Sub Transfer Agency Fees — Class A | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Other Expenses | | | 7 | | |
Total Expenses | | | 223 | | |
Expenses Reimbursed by Adviser (Note B) | | | (69 | ) | |
Waiver of Advisory Fees (Note B) | | | (65 | ) | |
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 IS (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 86 | | |
Net Investment Income | | | 262 | | |
Realized Gain (Loss): | |
Investments Sold | | | 733 | | |
Foreign Currency Translation | | | (2 | ) | |
Net Realized Gain | | | 731 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 1,270 | | |
Foreign Currency Translation | | | (1 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 1,269 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 2,000 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 2,262 | | |
@ Amount is less than $500.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 262 | | | $ | 236 | | |
Net Realized Gain (Loss) | | | 731 | | | | (924 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 1,269 | | | | 1,199 | | |
Net Increase in Net Assets Resulting from Operations | | | 2,262 | | | | 511 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | (60 | ) | | | (235 | ) | |
Class A | | | (— | @) | | | (— | @) | |
Class C | | | (1 | ) | | | (1 | ) | |
Class IS | | | (— | @) | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | (61 | ) | | | (236 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 6,049 | | | | 6,900 | | |
Distributions Reinvested | | | 60 | | | | 235 | | |
Redeemed | | | (620 | ) | | | (194 | ) | |
Class A: | |
Subscribed | | | 132 | | | | 24 | | |
Distributions Reinvested | | | — | @ | | | — | @ | |
Redeemed | | | (— | @) | | | (23 | ) | |
Class C: | |
Subscribed | | | 1,025 | | | | 50 | | |
Distributions Reinvested | | | 1 | | | | 1 | | |
Redeemed | | | (6 | ) | | | (7 | ) | |
Class IS: | |
Distributions Reinvested | | | — | @ | | | — | @ | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 6,641 | | | | 6,986 | | |
Total Increase in Net Assets | | | 8,842 | | | | 7,261 | | |
Net Assets: | |
Beginning of Period | | | 18,214 | | | | 10,953 | | |
End of Period | | $ | 27,056 | | | $ | 18,214 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 542 | | | | 703 | | |
Shares Issued on Distributions Reinvested | | | 6 | | | | 25 | | |
Shares Redeemed | | | (54 | ) | | | (20 | ) | |
Net Increase in Class I Shares Outstanding | | | 494 | | | | 708 | | |
Class A: | |
Shares Subscribed | | | 12 | | | | 2 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
Shares Redeemed | | | (— | @@) | | | (2 | ) | |
Net Increase in Class A Shares Outstanding | | | 12 | | | | — | @@ | |
Class C: | |
Shares Subscribed | | | 93 | | | | 6 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
Shares Redeemed | | | (1 | ) | | | (1 | ) | |
Net Increase in Class C Shares Outstanding | | | 92 | | | | 5 | | |
Class IS: | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | — | @@ | |
@ 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, 2021
Financial Highlights
Real Assets Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 18, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 10.38 | | | $ | 10.51 | | | $ | 9.06 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.13 | | | | 0.16 | | | | 0.19 | | | | 0.13 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.02 | | | | (0.14 | ) | | | 1.46 | | | | (0.79 | ) | |
Total from Investment Operations | | | 1.15 | | | | 0.02 | | | | 1.65 | | | | (0.66 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.15 | ) | | | (0.20 | ) | | | (0.22 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.00 | )(3) | | | (0.06 | ) | |
Total Distributions | | | (0.03 | ) | | | (0.15 | ) | | | (0.20 | ) | | | (0.28 | ) | |
Net Asset Value, End of Period | | $ | 11.50 | | | $ | 10.38 | | | $ | 10.51 | | | $ | 9.06 | | |
Total Return(4) | | | 11.11 | %(7) | | | 0.39 | % | | | 18.35 | % | | | (6.70 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 25,570 | | | $ | 17,942 | | | $ | 10,728 | | | $ | 9,033 | | |
Ratio of Expenses Before Expense Limitation | | | 2.02 | %(8) | | | 2.93 | % | | | 3.82 | % | | | 4.76 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.77 | %(5)(8) | | | 0.77 | %(5) | | | 0.76 | %(5) | | | 0.76 | %(5)(8) | |
Ratio of Net Investment Income | | | 2.44 | %(5)(8) | | | 1.68 | %(5) | | | 1.88 | %(5) | | | 2.52 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 47 | %(7) | | | 68 | % | | | 65 | % | | | 26 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Real Assets Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 18, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 10.41 | | | $ | 10.53 | | | $ | 9.06 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.15 | | | | 0.11 | | | | 0.15 | | | | 0.11 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.98 | | | | (0.12 | ) | | | 1.47 | | | | (0.79 | ) | |
Total from Investment Operations | | | 1.13 | | | | (0.01 | ) | | | 1.62 | | | | (0.68 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.02 | ) | | | (0.11 | ) | | | (0.15 | ) | | | (0.20 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.00 | )(3) | | | (0.06 | ) | |
Total Distributions | | | (0.02 | ) | | | (0.11 | ) | | | (0.15 | ) | | | (0.26 | ) | |
Net Asset Value, End of Period | | $ | 11.52 | | | $ | 10.41 | | | $ | 10.53 | | | $ | 9.06 | | |
Total Return(4) | | | 10.91 | %(7) | | | 0.07 | % | | | 17.93 | % | | | (6.90 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 183 | | | $ | 43 | | | $ | 42 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 4.44 | %(8) | | | 10.61 | % | | | 7.63 | % | | | 22.79 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.15 | %(5)(8) | | | 1.14 | %(5) | | | 1.14 | %(5) | | | 1.14 | %(5)(8) | |
Ratio of Net Investment Income | | | 2.70 | %(5)(8) | | | 1.18 | %(5) | | | 1.46 | %(5) | | | 2.18 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 47 | %(7) | | | 68 | % | | | 65 | % | | | 26 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Real Assets Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 18, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 10.36 | | | $ | 10.50 | | | $ | 9.06 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.12 | | | | 0.05 | | | | 0.07 | | | | 0.07 | | |
Net Realized and Unrealized Gain (Loss) | | | 0.98 | | | | (0.14 | ) | | | 1.48 | | | | (0.79 | ) | |
Total from Investment Operations | | | 1.10 | | | | (0.09 | ) | | | 1.55 | | | | (0.72 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.02 | ) | | | (0.05 | ) | | | (0.11 | ) | | | (0.16 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.00 | )(3) | | | (0.06 | ) | |
Total Distributions | | | (0.02 | ) | | | (0.05 | ) | | | (0.11 | ) | | | (0.22 | ) | |
Net Asset Value, End of Period | | $ | 11.44 | | | $ | 10.36 | | | $ | 10.50 | | | $ | 9.06 | | |
Total Return(4) | | | 10.59 | %(7) | | | (0.81 | )% | | | 17.12 | % | | | (7.27 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,291 | | | $ | 218 | | | $ | 172 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 3.36 | %(8) | | | 5.10 | % | | | 8.50 | % | | | 23.55 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.90 | %(5)(8) | | | 1.89 | %(5) | | | 1.89 | %(5) | | | 1.89 | %(5)(8) | |
Ratio of Net Investment Income | | | 2.12 | %(5)(8) | | | 0.54 | %(5) | | | 0.68 | %(5) | | | 1.37 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 47 | %(7) | | | 68 | % | | | 65 | % | | | 26 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
Real Assets Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 18, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 10.38 | | | $ | 10.51 | | | $ | 9.06 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.06 | | | | 0.16 | | | | 0.19 | | | | 0.13 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.09 | | | | (0.13 | ) | | | 1.47 | | | | (0.79 | ) | |
Total from Investment Operations | | | 1.15 | | | | 0.03 | | | | 1.66 | | | | (0.66 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.16 | ) | | | (0.21 | ) | | | (0.22 | ) | |
Paid-in-Capital | | | — | | | | — | | | | (0.00 | )(3) | | | (0.06 | ) | |
Total Distributions | | | (0.03 | ) | | | (0.16 | ) | | | (0.21 | ) | | | (0.28 | ) | |
Net Asset Value, End of Period | | $ | 11.50 | | | $ | 10.38 | | | $ | 10.51 | | | $ | 9.06 | | |
Total Return(4) | | | 11.12 | %(7) | | | 0.42 | % | | | 18.37 | % | | | (6.69 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 12 | | | $ | 11 | | | $ | 11 | | | $ | 9 | | |
Ratio of Expenses Before Expense Limitation | | | 17.30 | %(8) | | | 22.80 | % | | | 22.24 | % | | | 22.53 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.75 | %(5)(8) | | | 0.74 | %(5) | | | 0.74 | %(5) | | | 0.74 | %(5)(8) | |
Ratio of Net Investment Income | | | 2.33 | %(5)(8) | | | 1.62 | %(5) | | | 1.90 | %(5) | | | 2.53 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.01 | % | | | 0.01 | % | | | 0.01 | %(8) | |
Portfolio Turnover Rate | | | 47 | %(7) | | | 68 | % | | | 65 | % | | | 26 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the Real Assets 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 IS.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the
mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) 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) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser") or Morgan Stanley Investment Management Limited ("MSIM Limited") (the "Sub-Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (5) when market quotations are not readily available, including circumstances under which the Adviser or Sub-Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (6) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
The Fund invests a significant portion of its assets in securities of real estate investment trusts ("REITs"). The market's perception of prospective declines in private real estate values and other financial assets may result in increased volatility of market prices that can negatively impact the valuation of certain issuers held by the Fund.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund
would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
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 | | $ | 59 | | | $ | — | | | $ | — | | | $ | 59 | | |
Automobiles | | | 143 | | | | — | | | | — | | | | 143 | | |
Banks | | | 636 | | | | — | | | | — | | | | 636 | | |
Beverages | | | 106 | | | | — | | | | — | | | | 106 | | |
Biotechnology | | | 72 | | | | — | | | | — | | | | 72 | | |
Building Products | | | 55 | | | | — | | | | — | | | | 55 | | |
Capital Markets | | | 50 | | | | — | | | | — | | | | 50 | | |
Chemicals | | | 143 | | | | — | | | | — | | | | 143 | | |
Commercial Services & Supplies | | | 156 | | | | — | | | | — | | | | 156 | | |
Communications Equipment | | | 53 | | | | — | | | | — | | | | 53 | | |
Construction & Engineering | | | 366 | | | | — | | | | — | | | | 366 | | |
Consumer Finance | | | 74 | | | | — | | | | — | | | | 74 | | |
Diversified Financial Services | | | 95 | | | | — | | | | — | | | | 95 | | |
Diversified Telecommunication Services | | | 395 | | | | — | | | | — | | | | 395 | | |
Electric Utilities | | | 756 | | | | — | | | | — | | | | 756 | | |
Energy Equipment & Services | | | 73 | | | | — | | | | — | | | | 73 | | |
Entertainment | | | 140 | | | | — | | | | — | | | | 140 | | |
Equity Real Estate Investment Trusts (REITs) | | | 6,720 | | | | — | | | | — | | | | 6,720 | | |
Food & Staples Retailing | | | 107 | | | | — | | | | — | | | | 107 | | |
Food Products | | | 63 | | | | — | | | | — | | | | 63 | | |
Gas Utilities | | | 364 | | | | — | | | | — | | | | 364 | | |
Health Care Equipment & Supplies | | | 254 | | | | — | | | | — | | | | 254 | | |
Health Care Providers & Services | | | 79 | | | | — | | | | — | | | | 79 | | |
Hotels, Restaurants & Leisure | | | 276 | | | | — | | | | — | | | | 276 | | |
Household Products | | | 68 | | | | — | | | | — | | | | 68 | | |
Independent Power Producers & Energy Traders | | | 45 | | | | — | | | | — | | | | 45 | | |
Industrial Conglomerates | | | 120 | | | | — | | | | — | | | | 120 | | |
Information Technology Services | | | 366 | | | | — | | | | — | | | | 366 | | |
Insurance | | | 176 | | | | — | | | | — | | | | 176 | | |
Interactive Media & Services | | | 339 | | | | — | | | | — | | | | 339 | | |
Internet & Direct Marketing Retail | | | 186 | | | | — | | | | — | | | | 186 | | |
Life Sciences Tools & Services | | | 57 | | | | — | | | | — | | | | 57 | | |
Machinery | | | 102 | | | | — | | | | — | | | | 102 | | |
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Media | | $ | 64 | | | $ | — | | | $ | — | | | $ | 64 | | |
Metals & Mining | | | 51 | | | | — | | | | — | | | | 51 | | |
Multi-Line Retail | | | 117 | | | | — | | | | — | | | | 117 | | |
Multi-Utilities | | | 549 | | | | — | | | | — | | | | 549 | | |
Oil, Gas & Consumable Fuels | | | 1,459 | | | | — | | | | — | | | | 1,459 | | |
Pharmaceuticals | | | 374 | | | | — | | | | — | | | | 374 | | |
Professional Services | | | 104 | | | | — | | | | — | | | | 104 | | |
Real Estate | | | 106 | | | | — | | | | — | | | | 106 | | |
Real Estate Management & Development | | | 1,092 | | | | — | | | | — | | | | 1,092 | | |
Road & Rail | | | 320 | | | | — | | | | — | | | | 320 | | |
Semiconductors & Semiconductor Equipment | | | 363 | | | | — | | | | — | | | | 363 | | |
Software | | | 613 | | | | — | | | | — | | | | 613 | | |
Specialty Retail | | | 55 | | | | — | | | | — | | | | 55 | | |
Tech Hardware, Storage & Peripherals | | | 299 | | | | — | | | | — | | | | 299 | | |
Textiles, Apparel & Luxury Goods | | | 192 | | | | — | | | | — | | | | 192 | | |
Tobacco | | | 49 | | | | — | | | | — | | | | 49 | | |
Trading Companies & Distributors | | | 400 | | | | — | | | | — | | | | 400 | | |
Transportation Infrastructure | | | 941 | | | | — | | | | — | | | | 941 | | |
Water Utilities | | | 315 | | | | — | | | | — | | | | 315 | | |
Total Common Stocks | | | 20,157 | | | | — | | | | — | | | | 20,157 | | |
U.S. Treasury Securities | | | — | | | | 6,048 | | | | — | | | | 6,048 | | |
Short-Term Investments | |
Investment Company | | | 1,085 | | | | — | | | | — | | | | 1,085 | | |
Repurchase Agreements | | | — | | | | 38 | | | | — | | | | 38 | | |
Total Short-Term Investments | | | 1,085 | | | | 38 | | | | — | | | | 1,123 | | |
Total Assets | | $ | 21,242 | | | $ | 6,086 | | | $ | — | | | $ | 27,328 | | |
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
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.
4. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
5. 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
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
upon maturity is guaranteed by the full faith and credit of the U.S. Government.
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, 2021:
Gross Amounts Not Offset in the Statement of Assets and Liabilities | |
Gross Asset Amounts Presented in the Statement of Assets and Liabilities (000) | | Financial Instrument (000) | | Collateral Received (000) | | Net Amount (not less than $0) (000) | |
$ | 298 | (a) | | $ | — | | | $ | (298 | )(b)(c) | | $ | 0 | | |
(a) Represents market value of loaned securities at period end.
(b) The Fund received cash collateral of approximately $256,000, of which approximately $249,000 was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments. As of June 30, 2021, there was uninvested cash of approximately $7,000, which is
not reflected in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $60,000 in the form of U.S. Government obligations, which the Fund cannot sell or repledge, and accordingly are not reflected in the Portfolio of Investments.
(c) The actual collateral received is greater than the amount shown here due to overcollateralization.
FASB ASC 860, "Transfers & Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures", is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.
The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2021:
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 | | $ | 256 | | | $ | — | | | $ | — | | | $ | — | | | $ | 256 | | |
Total Borrowings | | $ | 256 | | | $ | — | | | $ | — | | | $ | — | | | $ | 256 | | |
Gross amount of recognized liabilities for securities lending transactions | | | | | | | | | | $ | 256 | | |
7. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
8. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid quarterly. Net realized capital gains, if any, are distributed at least annually.
9. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes.
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
Noncash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as noncash dividend income at fair value. Interest income is recognized on the accrual basis except where collection is in doubt. 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 $1 billion | | Over $1 billion | |
| 0.60 | % | | | 0.55 | % | |
For the six months ended June 30, 2021, 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 IS shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time that the Directors act to discontinue all or a portion of such waivers or reimbursements when they deem such action is appropriate. For the six months ended June 30, 2021, approximately $65,000 of advisory fees were waived and approximately $72,000 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 shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $14,731,000 and $9,118,000, respectively. For the six months ended June 30, 2021, purchases and sales of long-term U.S. Government securities were approximately $2,414,000 and $628,000, respectively.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,738 | | | $ | 7,255 | | | $ | 7,908 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 1,085 | | |
@ 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, 2021, 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
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
years in the three-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Paid-in- Capital (000) | |
$ | 236 | | | $ | — | | | $ | 203 | | | $ | 3 | | |
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 prior year distribution in excess of current earnings, resulted in the following reclassifications among the components of net assets at December 31, 2020:
Total Distributable Earnings (000) | | Paid-in- Capital (000) | |
$ | 12 | | | $ | (12 | ) | |
At December 31, 2020, 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) | |
$ | 53 | | | $ | — | | |
At December 31, 2020, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $361,000 and $288,000, respectively, that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured
revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 50.4%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
L. Subsequent Events: At a meeting held on June 15-17, 2021, the Board of Directors of Morgan Stanley Institutional Fund, Inc. (the "Board"), on behalf of the Fund, approved changing the Fund's name. Accordingly, effective August 31, 2021, the Fund's name will be changed to Multi-Asset Real Return Portfolio.
Effective August 31, 2021, the Fund may, consistent with its principal investment strategies, invest up to 25% of its total assets in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands (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. Investments in the Subsidiary are intended to provide the Fund with exposure to commodities markets while meeting the federal tax requirements that apply to regulated investment companies, like the Fund.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was below its peer group average for the one-year period and better than its peer group average for the period since the middle of June 2018, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which includes a breakpoint. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and/or potential economies of scale of the Fund supports its decision to approve the Management Agreement.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Sub-Adviser
Morgan Stanley Investment Management Limited
25 Cabot Square, Canary Wharf
London, E14 4QA, England
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIRASAN
3693562 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
US Core Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
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 | | | 17 | | |
Liquidity Risk Management Program | | | 19 | | |
U.S. Customer Privacy Notice | | | 20 | | |
Director and Officer Information | | | 23 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,169.70 | | | $ | 1,020.98 | | | $ | 4.14 | | | $ | 3.86 | | | | 0.77 | % | |
US Core Portfolio Class A | | | 1,000.00 | | | | 1,167.90 | | | | 1,019.59 | | | | 5.64 | | | | 5.26 | | | | 1.05 | | |
US Core Portfolio Class C | | | 1,000.00 | | | | 1,163.30 | | | | 1,015.72 | | | | 9.82 | | | | 9.15 | | | | 1.83 | | |
US Core Portfolio Class IS | | | 1,000.00 | | | | 1,169.60 | | | | 1,021.08 | | | | 4.03 | | | | 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, 2021 (unaudited)
Portfolio of Investments
US Core Portfolio
| | Shares | | Value (000) | |
Common Stocks (99.4%) | |
Banks (14.0%) | |
First Republic Bank | | | 19,441 | | | $ | 3,639 | | |
JPMorgan Chase & Co. | | | 14,273 | | | | 2,220 | | |
SVB Financial Group (a) | | | 5,247 | | | | 2,919 | | |
| | | 8,778 | | |
Building Products (1.2%) | |
Fortune Brands Home & Security, Inc. | | | 7,745 | | | | 771 | | |
Capital Markets (4.7%) | |
Ameriprise Financial, Inc. | | | 11,755 | | | | 2,926 | | |
Commercial Services & Supplies (3.1%) | |
Waste Management, Inc. | | | 14,071 | | | | 1,972 | | |
Electric Utilities (2.3%) | |
NextEra Energy, Inc. | | | 19,736 | | | | 1,446 | | |
Equity Real Estate Investment Trusts (REITs) (5.3%) | |
SBA Communications Corp. REIT | | | 2,090 | | | | 666 | | |
STORE Capital Corp. REIT | | | 76,879 | | | | 2,653 | | |
| | | 3,319 | | |
Food & Staples Retailing (2.6%) | |
Costco Wholesale Corp. | | | 4,126 | | | | 1,633 | | |
Health Care Equipment & Supplies (8.7%) | |
Danaher Corp. | | | 11,138 | | | | 2,989 | | |
Edwards Lifesciences Corp. (a) | | | 5,809 | | | | 602 | | |
West Pharmaceutical Services, Inc. | | | 5,239 | | | | 1,881 | | |
| | | 5,472 | | |
Health Care Providers & Services (1.8%) | |
Cigna Corp. | | | 4,636 | | | | 1,099 | | |
Health Care Technology (1.4%) | |
Veeva Systems, Inc., Class A (a) | | | 2,882 | | | | 896 | | |
Hotels, Restaurants & Leisure (8.6%) | |
Carnival Corp. (a) | | | 13,378 | | | | 353 | | |
Domino's Pizza, Inc. | | | 3,568 | | | | 1,664 | | |
MGM Resorts International | | | 39,439 | | | | 1,682 | | |
Planet Fitness, Inc., Class A (a) | | | 22,819 | | | | 1,717 | | |
| | | 5,416 | | |
Household Durables (0.4%) | |
Lennar Corp., Class A | | | 2,767 | | | | 275 | | |
Information Technology Services (5.4%) | |
Euronet Worldwide, Inc. (a) | | | 7,755 | | | | 1,050 | | |
Mastercard, Inc., Class A | | | 6,386 | | | | 2,331 | | |
| | | 3,381 | | |
Insurance (1.3%) | |
Brown & Brown, Inc. | | | 4,149 | | | | 221 | | |
Progressive Corp. (The) | | | 5,980 | | | | 587 | | |
| | | 808 | | |
Interactive Media & Services (6.1%) | |
Alphabet, Inc., Class A (a) | | | 1,564 | | | | 3,819 | | |
Oil, Gas & Consumable Fuels (4.8%) | |
Chevron Corp. | | | 28,679 | | | | 3,004 | | |
| | Shares | | Value (000) | |
Personal Products (3.2%) | |
Estee Lauder Cos., Inc. (The), Class A | | | 6,360 | | | $ | 2,023 | | |
Software (8.5%) | |
Microsoft Corp. | | | 19,726 | | | | 5,344 | | |
Specialty Retail (1.6%) | |
Home Depot, Inc. (The) | | | 3,167 | | | | 1,010 | | |
Tech Hardware, Storage & Peripherals (8.1%) | |
Apple, Inc. | | | 37,093 | | | | 5,080 | | |
Textiles, Apparel & Luxury Goods (2.1%) | |
Lululemon Athletica, Inc. (a) | | | 3,659 | | | | 1,335 | | |
Trading Companies & Distributors (4.2%) | |
United Rentals, Inc. (a) | | | 8,269 | | | | 2,638 | | |
Total Common Stocks (Cost $47,538) | | | 62,445 | | |
Short-Term Investment (0.2%) | |
Investment Company (0.2%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $99) | | | 98,577 | | | | 99 | | |
Total Investments (99.6%) (Cost $47,637) (b) | | | 62,544 | | |
Other Assets in Excess of Liabilities (0.4%) | | | 247 | | |
Net Assets (100.0%) | | $ | 62,791 | | |
(a) Non-income producing security.
(b) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $15,006,000 and the aggregate gross unrealized depreciation is approximately $99,000, resulting in net unrealized appreciation of approximately $14,907,000.
REIT Real Estate Investment Trust.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 35.1 | % | |
Banks | | | 14.0 | | |
Health Care Equipment & Supplies | | | 8.8 | | |
Hotels, Restaurants & Leisure | | | 8.7 | | |
Software | | | 8.5 | | |
Tech Hardware, Storage & Peripherals | | | 8.1 | | |
Interactive Media & Services | | | 6.1 | | |
Information Technology Services | | | 5.4 | | |
Equity Real Estate Investment Trusts (REITs) | | | 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, 2021 (unaudited)
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $47,538) | | $ | 62,445 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $99) | | | 99 | | |
Total Investments in Securities, at Value (Cost $47,637) | | | 62,544 | | |
Receivable for Fund Shares Sold | | | 249 | | |
Dividends Receivable | | | 30 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 87 | | |
Total Assets | | | 62,910 | | |
Liabilities: | |
Payable for Advisory Fees | | | 43 | | |
Payable for Professional Fees | | | 31 | | |
Payable for Fund Shares Redeemed | | | 27 | | |
Payable for Shareholder Services Fees — Class A | | | 3 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | 5 | | |
Payable for Administration Fees | | | 4 | | |
Payable for Custodian Fees | | | 1 | | |
Payable for Transfer Agency Fees — Class I | | | — | @ | |
Payable for Transfer Agency Fees — Class A | | | — | @ | |
Payable for Transfer Agency Fees — Class C | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Other Liabilities | | | 5 | | |
Total Liabilities | | | 119 | | |
Net Assets | | $ | 62,791 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 47,850 | | |
Total Distributable Earnings | | | 14,941 | | |
Net Assets | | $ | 62,791 | | |
CLASS I: | |
Net Assets | | $ | 41,292 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,951,613 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.16 | | |
CLASS A: | |
Net Assets | | $ | 14,809 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 704,923 | | |
Net Asset Value, Redemption Price Per Share | | $ | 21.01 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 1.16 | | |
Maximum Offering Price Per Share | | $ | 22.17 | | |
CLASS C: | |
Net Assets | | $ | 6,476 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 317,942 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 20.37 | | |
CLASS IS: | |
Net Assets | | $ | 214 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 10,095 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 21.17 | | |
@ 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, 2021 (unaudited)
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers | | $ | 229 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Total Investment Income | | | 229 | | |
Expenses: | |
Advisory Fees (Note B) | | | 135 | | |
Professional Fees | | | 53 | | |
Shareholder Services Fees — Class A (Note D) | | | 12 | | |
Distribution and Shareholder Services Fees — Class C (Note D) | | | 23 | | |
Registration Fees | | | 22 | | |
Administration Fees (Note C) | | | 18 | | |
Shareholder Reporting Fees | | | 7 | | |
Sub Transfer Agency Fees — Class I | | | 2 | | |
Sub Transfer Agency Fees — Class A | | | 2 | | |
Sub Transfer Agency Fees — Class C | | | 1 | | |
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 IS (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 3 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 1 | | |
Other Expenses | | | 5 | | |
Total Expenses | | | 290 | | |
Waiver of Advisory Fees (Note B) | | | (78 | ) | |
Reimbursement of Class Specific Expenses — Class IS (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 211 | | |
Net Investment Income | | | 18 | | |
Realized Gain: | |
Investments Sold | | | 502 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 6,139 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 6,641 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 6,659 | | |
@ 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, 2021
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 18 | | | $ | 37 | | |
Net Realized Gain (Loss) | | | 502 | | | | (496 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 6,139 | | | | 4,188 | | |
Net Increase in Net Assets Resulting from Operations | | | 6,659 | | | | 3,729 | | |
Dividends and Distributions to Shareholders: | |
Class I | | | — | | | | (58 | ) | |
Class A | | | — | | | | (16 | ) | |
Class C | | | — | | | | (9 | ) | |
Class IS | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | — | | | | (83 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 20,511 | | | | 9,406 | | |
Distributions Reinvested | | | — | | | | 58 | | |
Redeemed | | | (4,233 | ) | | | (4,434 | ) | |
Class A: | |
Subscribed | | | 8,606 | | | | 2,711 | | |
Distributions Reinvested | | | — | | | | 16 | | |
Redeemed | | | (947 | ) | | | (1,283 | ) | |
Class C: | |
Subscribed | | | 2,822 | | | | 1,177 | | |
Distributions Reinvested | | | — | | | | 9 | | |
Redeemed | | | (357 | ) | | | (735 | ) | |
Class IS: | |
Subscribed | | | 175 | | | | — | | |
Distributions Reinvested | | | — | | | | — | @ | |
Redeemed | | | — | | | | (10 | ) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | | | 26,577 | | | | 6,915 | | |
Total Increase in Net Assets | | | 33,236 | | | | 10,561 | | |
Net Assets: | |
Beginning of Period | | | 29,555 | | | | 18,994 | | |
End of Period | | $ | 62,791 | | | $ | 29,555 | | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 1,031 | | | | 570 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 3 | | |
Shares Redeemed | | | (206 | ) | | | (342 | ) | |
Net Increase in Class I Shares Outstanding | | | 825 | | | | 231 | | |
Class A: | |
Shares Subscribed | | | 430 | | | | 176 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (48 | ) | | | (87 | ) | |
Net Increase in Class A Shares Outstanding | | | 382 | | | | 90 | | |
Class C: | |
Shares Subscribed | | | 145 | | | | 75 | | |
Shares Issued on Distributions Reinvested | | | — | | | | 1 | | |
Shares Redeemed | | | (19 | ) | | | (59 | ) | |
Net Increase in Class C Shares Outstanding | | | 126 | | | | 17 | | |
Class IS: | |
Shares Subscribed | | | 9 | | | | — | | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
Shares Redeemed | | | — | | | | (1 | ) | |
Net Increase (Decrease) in Class IS Shares Outstanding | | | 9 | | | | (1 | ) | |
@ 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, 2021
Financial Highlights
US Core Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from May 27, 2016(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | December 31, 2016 | |
Net Asset Value, Beginning of Period | | $ | 18.09 | | | $ | 14.61 | | | $ | 10.89 | | | $ | 12.41 | | | $ | 10.45 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.02 | | | | 0.06 | | | | 0.09 | | | | 0.11 | | | | 0.08 | | | | 0.07 | | |
Net Realized and Unrealized Gain (Loss) | | | 3.05 | | | | 3.47 | | | | 3.82 | | | | (1.47 | ) | | | 1.94 | | | | 0.48 | | |
Total from Investment Operations | | | 3.07 | | | | 3.53 | | | | 3.91 | | | | (1.36 | ) | | | 2.02 | | | | 0.55 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.09 | ) | | | (0.05 | ) | | | (0.05 | ) | | | (0.10 | ) | |
Net Realized Gain | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | |
Total Distributions | | | — | | | | (0.05 | ) | | | (0.19 | ) | | | (0.16 | ) | | | (0.06 | ) | | | (0.10 | ) | |
Net Asset Value, End of Period | | $ | 21.16 | | | $ | 18.09 | | | $ | 14.61 | | | $ | 10.89 | | | $ | 12.41 | | | $ | 10.45 | | |
Total Return(3) | | | 16.97 | %(6) | | | 24.20 | % | | | 36.01 | % | | | (11.00 | )% | | | 19.33 | % | | | 5.50 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 41,292 | | | $ | 20,377 | | | $ | 13,086 | | | $ | 7,532 | | | $ | 8,965 | | | $ | 7,314 | | |
Ratio of Expenses Before Expense Limitation | | | 1.12 | %(7) | | | 1.97 | % | | | 2.09 | % | | | 2.31 | % | | | 2.78 | % | | | 3.62 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.77 | %(4)(7) | | | 0.80 | %(4) | | | 0.78 | %(4) | | | 0.80 | %(4) | | | 0.78 | %(4) | | | 0.77 | %(4)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.79 | %(4) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.24 | %(4)(7) | | | 0.42 | %(4) | | | 0.71 | %(4) | | | 0.86 | %(4) | | | 0.68 | %(4) | | | 1.12 | %(4)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 16 | %(6) | | | 54 | % | | | 69 | % | | | 60 | % | | | 57 | % | | | 28 | %(6) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
8
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
US Core Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from May 27, 2016(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | December 31, 2016 | |
Net Asset Value, Beginning of Period | | $ | 17.99 | | | $ | 14.58 | | | $ | 10.86 | | | $ | 12.38 | | | $ | 10.44 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income (Loss)(2) | | | (0.00 | )(3) | | | 0.01 | | | | 0.05 | | | | 0.07 | | | | 0.04 | | | | 0.04 | | |
Net Realized and Unrealized Gain (Loss) | | | 3.02 | | | | 3.45 | | | | 3.82 | | | | (1.47 | ) | | | 1.92 | | | | 0.49 | | |
Total from Investment Operations | | | 3.02 | | | | 3.46 | | | | 3.87 | | | | (1.40 | ) | | | 1.96 | | | | 0.53 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.05 | ) | | | (0.01 | ) | | | (0.01 | ) | | | (0.09 | ) | |
Net Realized Gain | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | |
Total Distributions | | | — | | | | (0.05 | ) | | | (0.15 | ) | | | (0.12 | ) | | | (0.02 | ) | | | (0.09 | ) | |
Net Asset Value, End of Period | | $ | 21.01 | | | $ | 17.99 | | | $ | 14.58 | | | $ | 10.86 | | | $ | 12.38 | | | $ | 10.44 | | |
Total Return(4) | | | 16.79 | %(7) | | | 23.77 | % | | | 35.68 | % | | | (11.35 | )% | | | 18.80 | % | | | 5.30 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 14,809 | | | $ | 5,807 | | | $ | 3,393 | | | $ | 1,833 | | | $ | 1,874 | | | $ | 1,406 | | |
Ratio of Expenses Before Expense Limitation | | | 1.40 | %(8) | | | 2.29 | % | | | 2.46 | % | | | 2.68 | % | | | 3.23 | % | | | 4.12 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.05 | %(5)(8) | | | 1.12 | %(5) | | | 1.15 | %(5) | | | 1.15 | %(5) | | | 1.15 | %(5) | | | 1.15 | %(5)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.11 | %(5) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income (Loss) | | | (0.02 | )%(5)(8) | | | 0.07 | %(5) | | | 0.34 | %(5) | | | 0.55 | %(5) | | | 0.31 | %(5) | | | 0.66 | %(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 16 | %(7) | | | 54 | % | | | 69 | % | | | 60 | % | | | 57 | % | | | 28 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income (Loss) reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
US Core Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from May 27, 2016(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | December 31, 2016 | |
Net Asset Value, Beginning of Period | | $ | 17.51 | | | $ | 14.30 | | | $ | 10.70 | | | $ | 12.28 | | | $ | 10.41 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Loss(2) | | | (0.08 | ) | | | (0.10 | ) | | | (0.05 | ) | | | (0.03 | ) | | | (0.05 | ) | | | (0.00 | )(3) | |
Net Realized and Unrealized Gain (Loss) | | | 2.94 | | | | 3.36 | | | | 3.75 | | | | (1.44 | ) | | | 1.92 | | | | 0.48 | | |
Total from Investment Operations | | | 2.86 | | | | 3.26 | | | | 3.70 | | | | (1.47 | ) | | | 1.87 | | | | 0.48 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.07 | ) | |
Net Realized Gain | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | | | — | | | | (0.07 | ) | |
Net Asset Value, End of Period | | $ | 20.37 | | | $ | 17.51 | | | $ | 14.30 | | | $ | 10.70 | | | $ | 12.28 | | | $ | 10.41 | | |
Total Return(4) | | | 16.33 | %(7) | | | 22.84 | % | | | 34.50 | % | | | (11.94 | )% | | | 17.96 | % | | | 4.79 | %(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 6,476 | | | $ | 3,353 | | | $ | 2,489 | | | $ | 1,563 | | | $ | 1,831 | | | $ | 1,377 | | |
Ratio of Expenses Before Expense Limitation | | | 2.17 | %(8) | | | 3.07 | % | | | 3.23 | % | | | 3.44 | % | | | 3.94 | % | | | 4.99 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 1.83 | %(5)(8) | | | 1.90 | %(5) | | | 1.90 | %(5) | | | 1.90 | %(5) | | | 1.90 | %(5) | | | 1.90 | %(5)(8) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.90 | %(5) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Loss | | | (0.82 | )%(5)(8) | | | (0.68 | )%(5) | | | (0.39 | )%(5) | | | (0.22 | )%(5) | | | (0.43 | )%(5) | | | (0.05 | )%(5)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 16 | %(7) | | | 54 | % | | | 69 | % | | | 60 | % | | | 57 | % | | | 28 | %(7) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(5) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
10
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
US Core Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from May 27, 2016(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | December 31, 2016 | |
Net Asset Value, Beginning of Period | | $ | 18.10 | | | $ | 14.61 | | | $ | 10.88 | | | $ | 12.41 | | | $ | 10.45 | | | $ | 10.00 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.02 | | | | 0.07 | | | | 0.10 | | | | 0.12 | | | | 0.08 | | | | 0.07 | | |
Net Realized and Unrealized Gain (Loss) | | | 3.05 | | | | 3.47 | | | | 3.83 | | | | (1.48 | ) | | | 1.94 | | | | 0.48 | | |
Total from Investment Operations | | | 3.07 | | | | 3.54 | | | | 3.93 | | | | (1.36 | ) | | | 2.02 | | | | 0.55 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | — | | | | — | | | | (0.10 | ) | | | (0.06 | ) | | | (0.01 | ) | | | (0.10 | ) | |
Net Realized Gain | | | — | | | | (0.05 | ) | | | (0.10 | ) | | | (0.11 | ) | | | — | | | | — | | |
Paid-in-Capital | | | — | | | | — | | | | — | | | | — | | | | (0.05 | ) | | | — | | |
Total Distributions | | | — | | | | (0.05 | ) | | | (0.20 | ) | | | (0.17 | ) | | | (0.06 | ) | | | (0.10 | ) | |
Net Asset Value, End of Period | | $ | 21.17 | | | $ | 18.10 | | | $ | 14.61 | | | $ | 10.88 | | | $ | 12.41 | | | $ | 10.45 | | |
Total Return(3) | | | 16.96 | %(6) | | | 24.27 | % | | | 36.17 | % | | | (11.04 | )% | | | 19.37 | % | | | 5.52 | %(6) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 214 | | | $ | 18 | | | $ | 26 | | | $ | 11 | | | $ | 12 | | | $ | 10 | | |
Ratio of Expenses Before Expense Limitation | | | 2.47 | %(7) | | | 13.73 | % | | | 16.90 | % | | | 16.44 | % | | | 19.96 | % | | | 19.22 | %(7) | |
Ratio of Expenses After Expense Limitation | | | 0.75 | %(4)(7) | | | 0.75 | %(4) | | | 0.75 | %(4) | | | 0.75 | %(4) | | | 0.75 | %(4) | | | 0.75 | %(4)(7) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.75 | %(4) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | |
Ratio of Net Investment Income | | | 0.24 | %(4)(7) | | | 0.50 | %(4) | | | 0.74 | %(4) | | | 0.92 | %(4) | | | 0.71 | %(4) | | | 1.17 | %(4)(7) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(5)(7) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5) | | | 0.00 | %(5)(7) | |
Portfolio Turnover Rate | | | 16 | %(6) | | | 54 | % | | | 69 | % | | | 60 | % | | | 57 | % | | | 28 | %(6) | |
(1) Commencement of Operations.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Amount is less than 0.005%.
(6) Not annualized.
(7) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the US Core Portfolio. The Fund seeks long-term capital appreciation.
The Fund offers four classes of shares — Class I, Class A, Class C and Class IS.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on
the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
Directors; and (5) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Banks | | $ | 8,778 | | | $ | — | | | $ | — | | | $ | 8,778 | | |
Building Products | | | 771 | | | | — | | | | — | | | | 771 | | |
Capital Markets | | | 2,926 | | | | — | | | | — | | | | 2,926 | | |
Commercial Services & Supplies | | | 1,972 | | | | — | | | | — | | | | 1,972 | | |
Electric Utilities | | | 1,446 | | | | — | | | | — | | | | 1,446 | | |
Equity Real Estate Investment Trusts (REITs) | | | 3,319 | | | | — | | | | — | | | | 3,319 | | |
Food & Staples Retailing | | | 1,633 | | | | — | | | | — | | | | 1,633 | | |
Health Care Equipment & Supplies | | | 5,472 | | | | — | | | | — | | | | 5,472 | | |
Health Care Providers & Services | | | 1,099 | | | | — | | | | — | | | | 1,099 | | |
Health Care Technology | | | 896 | | | | — | | | | — | | | | 896 | | |
Hotels, Restaurants & Leisure | | | 5,416 | | | | — | | | | — | | | | 5,416 | | |
Household Durables | | | 275 | | | | — | | | | — | | | | 275 | | |
Information Technology Services | | | 3,381 | | | | — | | | | — | | | | 3,381 | | |
Insurance | | | 808 | | | | — | | | | — | | | | 808 | | |
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Common Stocks (cont'd) | |
Interactive Media & Services | | $ | 3,819 | | | $ | — | | | $ | — | | | $ | 3,819 | | |
Oil, Gas & Consumable Fuels | | | 3,004 | | | | — | | | | — | | | | 3,004 | | |
Personal Products | | | 2,023 | | | | — | | | | — | | | | 2,023 | | |
Software | | | 5,344 | | | | — | | | | — | | | | 5,344 | | |
Specialty Retail | | | 1,010 | | | | — | | | | — | | | | 1,010 | | |
Tech Hardware, Storage & Peripherals | | | 5,080 | | | | — | | | | — | | | | 5,080 | | |
Textiles, Apparel & Luxury Goods | | | 1,335 | | | | — | | | | — | | | | 1,335 | | |
Trading Companies & Distributors | | | 2,638 | | | | — | | | | — | | | | 2,638 | | |
Total Common Stocks | | | 62,445 | | | | — | | | | — | | | | 62,445 | | |
Short-Term Investment | |
Investment Company | | | 99 | | | | — | | | | — | | | | 99 | | |
Total Assets | | $ | 62,544 | | | $ | — | | | $ | — | | | $ | 62,544 | | |
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. Interest income is recognized on the accrual basis except where collection is in doubt. 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, 2021, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.25% 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 IS 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, 2021, approximately $78,000 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
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid monthly, at an annual rate of 0.25% of the Fund's average daily net assets attributable to Class A shares.
The Company has adopted a Distribution and Shareholder Services Plan with respect to Class 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 shareholder support services to investors who purchase Class A and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $34,016,000 and $7,313,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2021.
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, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 459 | | | $ | 20,654 | | | $ | 21,014 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 99 | | |
@ 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, 2021, 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,
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
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, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | — | | | $ | 83 | | | $ | 92 | | | $ | 125 | | |
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, 2020.
At December 31, 2020, 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) | |
$ | 34 | | | $ | — | | |
At December 31, 2020, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $456,000 that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 64.2%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 period and the period since the end of May 2016, the month of the Fund's inception. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as prepared by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which 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.
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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.
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 | |
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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. | |
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
23
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIUSCPSAN
3694061 EXP 08.31.22
Morgan Stanley Institutional Fund, Inc.
U.S. Real Estate Portfolio
Semi-Annual Report
June 30, 2021
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Shareholders' Letter | | | 2 | | |
Expense Example | | | 3 | | |
Portfolio of Investments | | | 4 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 8 | | |
Statements of Changes in Net Assets | | | 9 | | |
Financial Highlights | | | 11 | | |
Notes to Financial Statements | | | 17 | | |
Investment Advisory Agreement Approval | | | 24 | | |
Liquidity Risk Management Program | | | 26 | | |
U.S. Customer Privacy Notice | | | 27 | | |
Director and Officer Information | | | 30 | | |
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable Fund of Morgan Stanley Institutional Fund, Inc. To receive a prospectus and/or statement of additional information ("SAI"), which contains more complete information such as investment objectives, charges, expenses, policies for voting proxies, risk considerations and describes in detail each of the Fund's investment policies to the prospective investor, please call toll free 1 (800) 548-7786. Please read the prospectuses carefully before you invest or send money.
Additionally, you can access information about the Fund, including performance, characteristics and investment team commentary, through Morgan Stanley Investment Management's website: www.morganstanley.com/im/shareholderreports.
There is no assurance that a fund will achieve its investment objective. Funds are subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
1
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 2021
2
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2021 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 1/1/21 | | Actual Ending Account Value 6/30/21 | | 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 | | | $ | 1,208.60 | | | $ | 1,020.33 | | | $ | 4.93 | | | $ | 4.51 | | | | 0.90 | % | |
U.S. Real Estate Portfolio Class A | | | 1,000.00 | | | | 1,205.90 | | | | 1,018.94 | | | | 6.45 | | | | 5.91 | | | | 1.18 | | |
U.S. Real Estate Portfolio Class L | | | 1,000.00 | | | | 1,203.80 | | | | 1,016.12 | | | | 9.56 | | | | 8.75 | | | | 1.75 | | |
U.S. Real Estate Portfolio Class C | | | 1,000.00 | | | | 1,202.10 | | | | 1,014.88 | | | | 10.92 | | | | 9.99 | | | | 2.00 | | |
U.S. Real Estate Portfolio Class IS | | | 1,000.00 | | | | 1,208.80 | | | | 1,020.68 | | | | 4.55 | | | | 4.16 | | | | 0.83 | | |
U.S. Real Estate Portfolio Class IR | | | 1,000.00 | | | | 1,208.80 | | | | 1,020.68 | | | | 4.55 | | | | 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, 2021 (unaudited)
Portfolio of Investments
U.S. Real Estate Portfolio
| | Shares | | Value (000) | |
Common Stocks (99.3%) | |
Apartments (11.4%) | |
American Campus Communities, Inc. REIT | | | 24,726 | | | $ | 1,155 | | |
AvalonBay Communities, Inc. REIT | | | 9,677 | | | | 2,020 | | |
UDR, Inc. REIT | | | 45,976 | | | | 2,252 | | |
| | | 5,427 | | |
Data Centers (10.9%) | |
CyrusOne, Inc. REIT | | | 8,220 | | | | 588 | | |
Equinix, Inc. REIT | | | 5,300 | | | | 4,254 | | |
GDS Holdings Ltd. ADR (China) (a) | | | 4,146 | | | | 325 | | |
| | | 5,167 | | |
Diversified (1.0%) | |
JBG SMITH Properties REIT | | | 14,582 | | | | 460 | | |
Free Standing (3.3%) | |
Agree Realty Corp. REIT | | | 8,702 | | | | 613 | | |
NETSTREIT Corp. REIT | | | 41,054 | | | | 947 | | |
| | | 1,560 | | |
Health Care (18.3%) | |
Healthcare Trust of America, Inc., Class A REIT | | | 25,207 | | | | 673 | | |
Healthpeak Properties, Inc. REIT | | | 74,811 | | | | 2,490 | | |
Medical Properties Trust, Inc. REIT | | | 33,680 | | | | 677 | | |
Ventas, Inc. REIT | | | 22,768 | | | | 1,300 | | |
Welltower, Inc. REIT | | | 42,827 | | | | 3,559 | | |
| | | 8,699 | | |
Industrial (9.8%) | |
Exeter Industrial Value Fund, LP (a)(b)(c) | | | 7,905,000 | | | | 547 | | |
Prologis, Inc. REIT | | | 34,270 | | | | 4,096 | | |
| | | 4,643 | | |
Lodging/Resorts (4.2%) | |
Boyd Gaming Corp. (a) | | | 7,801 | | | | 480 | | |
Caesars Entertainment, Inc. (a) | | | 3,407 | | | | 353 | | |
Host Hotels & Resorts, Inc. REIT (a) | | | 48,291 | | | | 825 | | |
RLJ Lodging Trust REIT | | | 22,645 | | | | 345 | | |
| | | 2,003 | | |
Manufactured Homes (2.0%) | |
Equity Lifestyle Properties, Inc. REIT | | | 12,615 | | | | 937 | | |
Office (7.2%) | |
Alexandria Real Estate Equities, Inc. REIT | | | 7,812 | | | | 1,421 | | |
Columbia Property Trust, Inc. REIT | | | 26,166 | | | | 455 | | |
Empire State Realty Trust, Inc., Class A REIT | | | 59,109 | | | | 709 | | |
Kilroy Realty Corp. REIT | | | 11,853 | | | | 826 | | |
| | | 3,411 | | |
Regional Malls (4.5%) | |
Simon Property Group, Inc. REIT | | | 16,562 | | | | 2,161 | | |
Self Storage (10.1%) | |
Life Storage, Inc. REIT | | | 7,250 | | | | 779 | | |
Public Storage REIT | | | 13,410 | | | | 4,032 | | |
| | | 4,811 | | |
| | Shares | | Value (000) | |
Shopping Centers (8.8%) | |
Brixmor Property Group, Inc. REIT | | | 46,651 | | | $ | 1,068 | | |
Kimco Realty Corp. REIT | | | 23,016 | | | | 480 | | |
Retail Properties of America, Inc., Class A REIT | | | 55,000 | | | | 630 | | |
RPT Realty REIT | | | 63,841 | | | | 828 | | |
Weingarten Realty Investors REIT | | | 36,514 | | | | 1,171 | | |
| | | 4,177 | | |
Single Family Homes (3.0%) | |
Invitation Homes, Inc. REIT | | | 38,389 | | | | 1,432 | | |
Specialty (4.8%) | |
Lamar Advertising Co., Class A REIT | | | 6,008 | | | | 627 | | |
VICI Properties, Inc. REIT | | | 54,317 | | | | 1,685 | | |
| | | 2,312 | | |
Total Common Stocks (Cost $35,937) | | | 47,200 | | |
Short-Term Investment (1.9%) | |
Investment Company (1.9%) | |
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class (See Note G) (Cost $903) | | | 903,059 | | | | 903 | | |
Total Investments (101.2%) (Cost $36,840) (d) | | | 48,103 | | |
Liabilities in Excess of Other Assets (–1.2%) | | | (579 | ) | |
Net Assets (100.0%) | | $ | 47,524 | | |
(a) Non-income producing security.
(b) Restricted security valued at fair value and not registered under the Securities Act of 1933. Exeter Industrial Value Fund, LP was acquired between 11/07 — 4/11 and has a current cost basis of approximately $0. At June 30, 2021, this security had an aggregate market value of approximately $547,000, representing 1.2% of net assets.
(c) At June 30, 2021, the Fund held a fair valued security valued at approximately $547,000, representing 1.2% 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.
(d) At June 30, 2021, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $11,428,000 and the aggregate gross unrealized depreciation is approximately $165,000, resulting in net unrealized appreciation of approximately $11,263,000.
ADR American Depositary Receipt.
REIT Real Estate Investment Trust.
The accompanying notes are an integral part of the financial statements.
4
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Portfolio of Investments (cont'd)
U.S. Real Estate Portfolio
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 24.5 | % | |
Health Care | | | 18.1 | | |
Apartments | | | 11.3 | | |
Data Centers(a) | | | 10.7 | | |
Self Storage | | | 10.0 | | |
Industrial | | | 9.6 | | |
Shopping Centers | | | 8.7 | | |
Office | | | 7.1 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
5
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
U.S. Real Estate Portfolio
Statement of Assets and Liabilities | | June 30, 2021 (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $35,937) | | $ | 47,200 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $903) | | | 903 | | |
Total Investments in Securities, at Value (Cost $36,840) | | | 48,103 | | |
Foreign Currency, at Value (Cost $3) | | | 3 | | |
Receivable for Investments Sold | | | 419 | | |
Dividends Receivable | | | 100 | | |
Receivable for Fund Shares Sold | | | 4 | | |
Receivable from Affiliate | | | — | @ | |
Other Assets | | | 103 | | |
Total Assets | | | 48,732 | | |
Liabilities: | |
Payable for Investments Purchased | | | 1,047 | | |
Payable for Professional Fees | | | 32 | | |
Payable for Sub Transfer Agency Fees — Class I | | | 18 | | |
Payable for Sub Transfer Agency Fees — Class A | | | 5 | | |
Payable for Sub Transfer Agency Fees — Class L | | | — | @ | |
Payable for Sub Transfer Agency Fees — Class C | | | — | @ | |
Payable for Fund Shares Redeemed | | | 17 | | |
Payable for Advisory Fees | | | 11 | | |
Payable for Custodian Fees | | | 7 | | |
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 | | | — | @ | |
Payable for Transfer Agency Fees — Class IS | | | 1 | | |
Payable for Transfer Agency Fees — Class IR | | | — | @ | |
Payable for Shareholder Services Fees — Class A | | | 3 | | |
Payable for Distribution and Shareholder Services Fees — Class L | | | 1 | | |
Payable for Distribution and Shareholder Services Fees — Class C | | | — | @ | |
Payable for Administration Fees | | | 3 | | |
Other Liabilities | | | 60 | | |
Total Liabilities | | | 1,208 | | |
Net Assets | | $ | 47,524 | | |
Net Assets Consist of: | |
Paid-in-Capital | | $ | 40,741 | | |
Total Distributable Earnings | | | 6,783 | | |
Net Assets | | $ | 47,524 | | |
The accompanying notes are an integral part of the financial statements.
6
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
U.S. Real Estate Portfolio
Statement of Assets and Liabilities (cont'd) | | June 30, 2021 (000) | |
CLASS I: | |
Net Assets | | $ | 32,962 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 3,112,094 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.59 | | |
CLASS A: | |
Net Assets | | $ | 12,100 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 1,199,929 | | |
Net Asset Value, Redemption Price Per Share | | $ | 10.08 | | |
Maximum Sales Load | | | 5.25 | % | |
Maximum Sales Charge | | $ | 0.56 | | |
Maximum Offering Price Per Share | | $ | 10.64 | | |
CLASS L: | |
Net Assets | | $ | 1,869 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 186,007 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.05 | | |
CLASS C: | |
Net Assets | | $ | 439 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 44,016 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 9.98 | | |
CLASS IS: | |
Net Assets | | $ | 145 | | |
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's) | | | 13,664 | | |
Net Asset Value, Offering and Redemption Price Per Share | | $ | 10.59 | | |
CLASS IR: | |
Net Assets | | $ | 9 | | |
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 | | $ | 10.59 | | |
@ 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, 2021 (unaudited)
U.S. Real Estate Portfolio
Statement of Operations | | Six Months Ended June 30, 2021 (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $-@ of foreign Taxes Withheld) | | $ | 541 | | |
Dividends from Security of Affiliated Issuer (Note G) | | | — | @ | |
Non-Cash Dividends from Securities of Unaffiliated Issuers | | | 101 | | |
Income from Securities Loaned — Net | | | — | @ | |
Total Investment Income | | | 642 | | |
Expenses: | |
Advisory Fees (Note B) | | | 162 | | |
Professional Fees | | | 54 | | |
Registration Fees | | | 32 | | |
Shareholder Services Fees — Class A (Note D) | | | 14 | | |
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 | | | 15 | | |
Sub Transfer Agency Fees — Class A | | | 3 | | |
Sub Transfer Agency Fees — Class L | | | — | @ | |
Sub Transfer Agency Fees — Class C | | | — | @ | |
Administration Fees (Note C) | | | 18 | | |
Shareholder Reporting Fees | | | 16 | | |
Transfer Agency Fees — Class I (Note E) | | | 5 | | |
Transfer Agency Fees — Class A (Note E) | | | 3 | | |
Transfer Agency Fees — Class L (Note E) | | | 1 | | |
Transfer Agency Fees — Class C (Note E) | | | 1 | | |
Transfer Agency Fees — Class IS (Note E) | | | 2 | | |
Transfer Agency Fees — Class IR (Note E) | | | 1 | | |
Custodian Fees (Note F) | | | 8 | | |
Directors' Fees and Expenses | | | 2 | | |
Pricing Fees | | | 2 | | |
Other Expenses | | | 6 | | |
Total Expenses | | | 352 | | |
Waiver of Advisory Fees (Note B) | | | (107 | ) | |
Reimbursement of Class Specific Expenses — Class I (Note B) | | | (9 | ) | |
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 IS (Note B) | | | (2 | ) | |
Reimbursement of Class Specific Expenses — Class IR (Note B) | | | (1 | ) | |
Rebate from Morgan Stanley Affiliate (Note G) | | | (— | @) | |
Net Expenses | | | 232 | | |
Net Investment Income | | | 410 | | |
Realized Gain: | |
Investments Sold | | | 8,236 | | |
Foreign Currency Translation | | | — | @ | |
Net Realized Gain | | | 8,236 | | |
Change in Unrealized Appreciation (Depreciation): | |
Investments | | | 169 | | |
Foreign Currency Translation | | | — | @ | |
Net Change in Unrealized Appreciation (Depreciation) | | | 169 | | |
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) | | | 8,405 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 8,815 | | |
@ 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, 2021
U.S. Real Estate Portfolio
Statements of Changes in Net Assets | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 410 | | | $ | 1,257 | | |
Net Realized Gain (Loss) | | | 8,236 | | | | (7,920 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 169 | | | | (36,112 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 8,815 | | | | (42,775 | ) | |
Dividends and Distributions to Shareholders: | |
Class I | | | (101 | ) | | | (1,465 | ) | |
Class A | | | (28 | ) | | | (330 | ) | |
Class L | | | (2 | ) | | | (30 | ) | |
Class C | | | — | @ | | | (3 | ) | |
Class IS | | | — | @ | | | (94 | ) | |
Class IR | | | — | @ | | | (— | @) | |
Paid-in-Capital: | |
Class I | | | — | | | | (273 | ) | |
Class A | | | — | | | | (62 | ) | |
Class L | | | — | | | | (5 | ) | |
Class C | | | — | | | | (1 | ) | |
Class IS | | | — | | | | (17 | ) | |
Class IR | | | — | | | | (— | @) | |
Total Dividends and Distributions to Shareholders | | | (131 | ) | | | (2,280 | ) | |
Capital Share Transactions:(1) | |
Class I: | |
Subscribed | | | 1,588 | | | | 10,619 | | |
Distributions Reinvested | | | 99 | | | | 1,717 | | |
Redeemed | | | (8,635 | ) | | | (81,226 | ) | |
Class A: | |
Subscribed | | | 961 | | | | 2,945 | | |
Distributions Reinvested | | | 28 | | | | 388 | | |
Redeemed | | | (2,017 | ) | | | (16,948 | ) | |
Class L: | |
Exchanged | | | — | @ | | | 209 | | |
Distributions Reinvested | | | 2 | | | | 35 | | |
Redeemed | | | (36 | ) | | | (394 | ) | |
Class C: | |
Subscribed | | | 211 | | | | 62 | | |
Distributions Reinvested | | | — | @ | | | 4 | | |
Redeemed | | | (31 | ) | | | (41 | ) | |
Class IS: | |
Subscribed | | | 5 | | | | 484 | | |
Distributions Reinvested | | | — | @ | | | 111 | | |
Redeemed | | | (6 | ) | | | (8,403 | ) | |
Class IR: | |
Distributions Reinvested | | | — | @ | | | — | @ | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (7,831 | ) | | | (90,438 | ) | |
Total Increase (Decrease) in Net Assets | | | 853 | | | | (135,493 | ) | |
Net Assets: | |
Beginning of Period | | | 46,671 | | | | 182,164 | | |
End of Period | | $ | 47,524 | | | $ | 46,671 | | |
The accompanying notes are an integral part of the financial statements.
9
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
U.S. Real Estate Portfolio
Statements of Changes in Net Assets (cont'd) | | Six Months Ended June 30, 2021 (unaudited) (000) | | Year Ended December 31, 2020 (000) | |
(1) Capital Share Transactions: | |
Class I: | |
Shares Subscribed | | | 166 | | | | 1,302 | | |
Shares Issued on Distributions Reinvested | | | 10 | | | | 240 | | |
Shares Redeemed | | | (898 | ) | | | (9,879 | ) | |
Net Decrease in Class I Shares Outstanding | | | (722 | ) | | | (8,337 | ) | |
Class A: | |
Shares Subscribed | | | 105 | | | | 365 | | |
Shares Issued on Distributions Reinvested | | | 3 | | | | 58 | | |
Shares Redeemed | | | (226 | ) | | | (2,193 | ) | |
Net Decrease in Class A Shares Outstanding | | | (118 | ) | | | (1,770 | ) | |
Class L: | |
Shares Exchanged | | | — | | | | 28 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | 5 | | |
Shares Redeemed | | | (4 | ) | | | (48 | ) | |
Net Decrease in Class L Shares Outstanding | | | (4 | ) | | | (15 | ) | |
Class C: | |
Shares Subscribed | | | 22 | | | | 8 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | 1 | | |
Shares Redeemed | | | (3 | ) | | | (6 | ) | |
Net Increase in Class C Shares Outstanding | | | 19 | | | | 3 | | |
Class IS: | |
Shares Subscribed | | | — | @@ | | | 53 | | |
Shares Issued on Distributions Reinvested | | | — | @@ | | | 17 | | |
Shares Redeemed | | | (1 | ) | | | (1,167 | ) | |
Net Increase (Decrease) in Class IS Shares Outstanding | | | (1 | ) | | | (1,097 | ) | |
Class IR: | |
Shares Issued on Distributions Reinvested | | | — | | | | — | @@ | |
@ 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, 2021
Financial Highlights
U.S. Real Estate Portfolio
| | Class I | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | | $ | 15.24 | | | $ | 17.21 | | | $ | 17.86 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.09 | | | | 0.13 | | | | 0.26 | | | | 0.34 | | | | 0.37 | | | | 0.31 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.74 | | | | (2.18 | ) | | | 1.69 | | | | (1.33 | ) | | | 0.16 | | | | 0.91 | | |
Total from Investment Operations | | | 1.83 | | | | (2.05 | ) | | | 1.95 | | | | (0.99 | ) | | | 0.53 | | | | 1.22 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.20 | ) | | | (0.40 | ) | | | (0.34 | ) | | | (0.26 | ) | | | (0.38 | ) | |
Net Realized Gain | | | — | | | | — | | | | (1.29 | ) | | | (3.09 | ) | | | (2.24 | ) | | | (1.49 | ) | |
Paid-in-Capital | | | — | | | | (0.04 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.03 | ) | | | (0.24 | ) | | | (1.69 | ) | | | (3.43 | ) | | | (2.50 | ) | | | (1.87 | ) | |
Net Asset Value, End of Period | | $ | 10.59 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | | $ | 15.24 | | | $ | 17.21 | | |
Total Return(3) | | | 20.86 | %(7) | | | (18.05 | )% | | | 18.40 | % | | | (8.44 | )% | | | 3.31 | % | | | 6.79 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 32,962 | | | $ | 33,708 | | | $ | 134,856 | | | $ | 177,690 | | | $ | 331,637 | | | $ | 494,967 | | |
Ratio of Expenses Before Expense Limitation | | | 1.43 | %(8) | | | 1.19 | % | | | 1.02 | % | | | 1.02 | % | | | 1.02 | % | | | 1.02 | % | |
Ratio of Expenses After Expense Limitation | | | 0.90 | %(4)(8) | | | 0.90 | %(4) | | | 0.90 | %(4) | | | 0.95 | %(4)(5) | | | 1.00 | %(4) | | | 1.00 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.90 | %(4) | | | N/A | | | | 0.95 | %(4) | | | 1.00 | %(4) | | | N/A | | |
Ratio of Net Investment Income | | | 1.87 | %(4)(8) | | | 1.52 | %(4) | | | 2.18 | %(4) | | | 2.44 | %(4) | | | 2.19 | %(4) | | | 1.73 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 77 | %(7) | | | 39 | % | | | 21 | % | | | 39 | % | | | 43 | % | | | 24 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class I shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.90% for Class I shares. Prior to July 1, 2018, the maximum ratio was 1.00% for Class I shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
11
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
U.S. Real Estate Portfolio
| | Class A | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 8.38 | | | $ | 10.56 | | | $ | 10.38 | | | $ | 14.76 | | | $ | 16.74 | | | $ | 17.42 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.07 | | | | 0.09 | | | | 0.22 | | | | 0.29 | | | | 0.31 | | | | 0.24 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.65 | | | | (2.06 | ) | | | 1.61 | | | | (1.28 | ) | | | 0.15 | | | | 0.89 | | |
Total from Investment Operations | | | 1.72 | | | | (1.97 | ) | | | 1.83 | | | | (0.99 | ) | | | 0.46 | | | | 1.13 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.02 | ) | | | (0.17 | ) | | | (0.36 | ) | | | (0.30 | ) | | | (0.20 | ) | | | (0.32 | ) | |
Net Realized Gain | | | — | | | | — | | | | (1.29 | ) | | | (3.09 | ) | | | (2.24 | ) | | | (1.49 | ) | |
Paid-in-Capital | | | — | | | | (0.04 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.02 | ) | | | (0.21 | ) | | | (1.65 | ) | | | (3.39 | ) | | | (2.44 | ) | | | (1.81 | ) | |
Net Asset Value, End of Period | | $ | 10.08 | | | $ | 8.38 | | | $ | 10.56 | | | $ | 10.38 | | | $ | 14.76 | | | $ | 16.74 | | |
Total Return(3) | | | 20.59 | %(7) | | | (18.28 | )% | | | 18.02 | % | | | (8.71 | )% | | | 2.98 | % | | | 6.47 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 12,100 | | | $ | 11,043 | | | $ | 32,596 | | | $ | 34,459 | | | $ | 55,640 | | | $ | 76,082 | | |
Ratio of Expenses Before Expense Limitation | | | 1.65 | %(8) | | | 1.52 | % | | | 1.31 | % | | | 1.30 | % | | | N/A | | | | 1.30 | % | |
Ratio of Expenses After Expense Limitation | | | 1.18 | %(4)(8) | | | 1.25 | %(4) | | | 1.22 | %(4) | | | 1.26 | %(4)(5) | | | 1.34 | %(4) | | | 1.29 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.25 | %(4) | | | N/A | | | | 1.26 | %(4) | | | 1.34 | %(4) | | | N/A | | |
Ratio of Net Investment Income | | | 1.64 | %(4)(8) | | | 1.09 | %(4) | | | 1.91 | %(4) | | | 2.14 | %(4) | | | 1.87 | %(4) | | | 1.37 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 77 | %(7) | | | 39 | % | | | 21 | % | | | 39 | % | | | 43 | % | | | 24 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class A shares. The Ratio of Expenses After Expense Limitation would have been less than 0.005% higher and the Ratio of Net Investment Income would have been less than 0.005% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.25% for Class A shares. Prior to July 1, 2018, the maximum ratio was 1.35% for Class A shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
12
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
U.S. Real Estate Portfolio
| | Class L | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 8.36 | | | $ | 10.55 | | | $ | 10.37 | | | $ | 14.74 | | | $ | 16.73 | | | $ | 17.41 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.05 | | | | 0.09 | | | | 0.16 | | | | 0.23 | | | | 0.22 | | | | 0.15 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.65 | | | | (2.11 | ) | | | 1.61 | | | | (1.28 | ) | | | 0.15 | | | | 0.89 | | |
Total from Investment Operations | | | 1.70 | | | | (2.02 | ) | | | 1.77 | | | | (1.05 | ) | | | 0.37 | | | | 1.04 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.01 | ) | | | (0.13 | ) | | | (0.30 | ) | | | (0.23 | ) | | | (0.12 | ) | | | (0.23 | ) | |
Net Realized Gain | | | — | | | | — | | | | (1.29 | ) | | | (3.09 | ) | | | (2.24 | ) | | | (1.49 | ) | |
Paid-in-Capital | | | — | | | | (0.04 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.01 | ) | | | (0.17 | ) | | | (1.59 | ) | | | (3.32 | ) | | | (2.36 | ) | | | (1.72 | ) | |
Net Asset Value, End of Period | | $ | 10.05 | | | $ | 8.36 | | | $ | 10.55 | | | $ | 10.37 | | | $ | 14.74 | | | $ | 16.73 | | |
Total Return(3) | | | 20.38 | %(7) | | | (18.77 | )% | | | 17.43 | % | | | (9.16 | )% | | | 2.37 | % | | | 5.91 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 1,869 | | | $ | 1,586 | | | $ | 2,164 | | | $ | 2,057 | | | $ | 2,787 | | | $ | 3,471 | | |
Ratio of Expenses Before Expense Limitation | | | 2.25 | %(8) | | | 2.11 | % | | | 1.88 | % | | | 1.84 | % | | | 1.89 | % | | | 1.84 | % | |
Ratio of Expenses After Expense Limitation | | | 1.75 | %(4)(8) | | | 1.75 | %(4) | | | 1.75 | %(4) | | | 1.79 | %(4)(5) | | | 1.85 | %(4) | | | 1.84 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 1.75 | %(4) | | | N/A | | | | 1.79 | %(4) | | | 1.85 | %(4) | | | N/A | | |
Ratio of Net Investment Income | | | 1.09 | %(4)(8) | | | 1.41 | %(4) | | | 1.42 | %(4) | | | 1.71 | %(4) | | | 1.37 | %(4) | | | 0.84 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 77 | %(7) | | | 39 | % | | | 21 | % | | | 39 | % | | | 43 | % | | | 24 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class L shares. The Ratio of Expenses After Expense Limitation would have been less than 0.005% higher and the Ratio of Net Investment Income would have been less than 0.005% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.75% for Class L shares. Prior to July 1, 2018, the maximum ratio was 1.85% for Class L shares.
(6) Amount is less than 0.005%.
(7)�� Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
13
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
U.S. Real Estate Portfolio
| | Class C | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 8.31 | | | $ | 10.48 | | | $ | 10.31 | | | $ | 14.68 | | | $ | 16.67 | | | $ | 17.36 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.04 | | | | 0.09 | | | | 0.14 | | | | 0.19 | | | | 0.20 | | | | 0.13 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.64 | | | | (2.10 | ) | | | 1.59 | | | | (1.29 | ) | | | 0.13 | | | | 0.87 | | |
Total from Investment Operations | | | 1.68 | | | | (2.01 | ) | | | 1.73 | | | | (1.10 | ) | | | 0.33 | | | | 1.00 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.01 | ) | | | (0.12 | ) | | | (0.27 | ) | | | (0.18 | ) | | | (0.08 | ) | | | (0.20 | ) | |
Net Realized Gain | | | — | | | | — | | | | (1.29 | ) | | | (3.09 | ) | | | (2.24 | ) | | | (1.49 | ) | |
Paid-in-Capital | | | — | | | | (0.04 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.01 | ) | | | (0.16 | ) | | | (1.56 | ) | | | (3.27 | ) | | | (2.32 | ) | | | (1.69 | ) | |
Net Asset Value, End of Period | | $ | 9.98 | | | $ | 8.31 | | | $ | 10.48 | | | $ | 10.31 | | | $ | 14.68 | | | $ | 16.67 | | |
Total Return(3) | | | 20.21 | %(7) | | | (18.91 | )% | | | 17.07 | % | | | (9.47 | )% | | | 2.14 | % | | | 5.72 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 439 | | | $ | 206 | | | $ | 232 | | | $ | 338 | | | $ | 486 | | | $ | 427 | | |
Ratio of Expenses Before Expense Limitation | | | 3.11 | %(8) | | | 3.39 | % | | | 2.92 | % | | | 2.75 | % | | | 2.46 | % | | | 3.13 | % | |
Ratio of Expenses After Expense Limitation | | | 2.00 | %(4)(8) | | | 2.00 | %(4) | | | 2.00 | %(4) | | | 2.05 | %(4)(5) | | | 2.10 | %(4) | | | 2.10 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 2.00 | %(4) | | | N/A | | | | 2.05 | %(4) | | | 2.10 | %(4) | | | N/A | | |
Ratio of Net Investment Income | | | 0.97 | %(4)(8) | | | 1.20 | %(4) | | | 1.18 | %(4) | | | 1.39 | %(4) | | | 1.21 | %(4) | | | 0.73 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 77 | %(7) | | | 39 | % | | | 21 | % | | | 39 | % | | | 43 | % | | | 24 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class C shares. The Ratio of Expenses After Expense Limitation and the Ratio of Net Investment Income would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 2.00% for Class C shares. Prior to July 1, 2018, the maximum ratio was 2.10% for Class C shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
14
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
U.S. Real Estate Portfolio
| | Class IS | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Net Asset Value, Beginning of Period | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | | $ | 15.24 | | | $ | 17.22 | | | $ | 17.86 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.10 | | | | 0.09 | | | | 0.25 | | | | 0.28 | | | | 0.39 | | | | 0.33 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.73 | | | | (2.13 | ) | | | 1.71 | | | | (1.26 | ) | | | 0.14 | | | | 0.92 | | |
Total from Investment Operations | | | 1.83 | | | | (2.04 | ) | | | 1.96 | | | | (0.98 | ) | | | 0.53 | | | | 1.25 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.21 | ) | | | (0.41 | ) | | | (0.35 | ) | | | (0.27 | ) | | | (0.40 | ) | |
Net Realized Gain | | | — | | | | — | | | | (1.29 | ) | | | (3.09 | ) | | | (2.24 | ) | | | (1.49 | ) | |
Paid-in-Capital | | | — | | | | (0.04 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | (0.03 | ) | | | (0.25 | ) | | | (1.70 | ) | | | (3.44 | ) | | | (2.51 | ) | | | (1.89 | ) | |
Net Asset Value, End of Period | | $ | 10.59 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | | $ | 15.24 | | | $ | 17.22 | | |
Total Return(3) | | | 20.88 | %(7) | | | (17.98 | )% | | | 18.48 | % | | | (8.36 | )% | | | 3.32 | % | | | 6.96 | % | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period (Thousands) | | $ | 145 | | | $ | 121 | | | $ | 12,307 | | | $ | 29,523 | | | $ | 196,536 | | | $ | 195,490 | | |
Ratio of Expenses Before Expense Limitation | | | 4.28 | %(8) | | | 1.20 | % | | | 1.04 | % | | | 0.97 | % | | | N/A | | | | 0.90 | % | |
Ratio of Expenses After Expense Limitation | | | 0.83 | %(4)(8) | | | 0.83 | %(4) | | | 0.83 | %(4) | | | 0.91 | %(4)(5) | | | 0.93 | %(4) | | | 0.89 | %(4) | |
Ratio of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.83 | %(4) | | | N/A | | | | 0.91 | %(4) | | | 0.93 | %(4) | | | N/A | | |
Ratio of Net Investment Income | | | 2.01 | %(4)(8) | | | 1.00 | %(4) | | | 2.09 | %(4) | | | 1.98 | %(4) | | | 2.33 | %(4) | | | 1.79 | %(4) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 77 | %(7) | | | 39 | % | | | 21 | % | | | 39 | % | | | 43 | % | | | 24 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class IS shares. The Ratio of Expenses After Expense Limitation would have been less than 0.005% higher and the Ratio of Net Investment Income would have been less than 0.005% lower had the custodian not reimbursed the Fund.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.83% for Class IS shares. Prior to July 1, 2018, the maximum ratio was 0.93% for Class IS shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
15
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021
Financial Highlights
U.S. Real Estate Portfolio
| | Class IR | |
| | Six Months Ended June 30, 2021 | | Year Ended December 31, | | Period from June 15, 2018(1) to | |
Selected Per Share Data and Ratios | | (unaudited) | | 2020 | | 2019 | | December 31, 2018 | |
Net Asset Value, Beginning of Period | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | | $ | 14.74 | | |
Income (Loss) from Investment Operations: | |
Net Investment Income(2) | | | 0.10 | | | | 0.20 | | | | 0.33 | | | | 0.43 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.73 | | | | (2.24 | ) | | | 1.63 | | | | (0.98 | ) | |
Total from Investment Operations | | | 1.83 | | | | (2.04 | ) | | | 1.96 | | | | (0.55 | ) | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.21 | ) | | | (0.41 | ) | | | (0.28 | ) | |
Net Realized Gain | | | — | | | | — | | | | (1.29 | ) | | | (3.09 | ) | |
Paid-in-Capital | | | — | | | | (0.04 | ) | | | — | | | | — | | |
Total Distributions | | | (0.03 | ) | | | (0.25 | ) | | | (1.70 | ) | | | (3.37 | ) | |
Net Asset Value, End of Period | | $ | 10.59 | | | $ | 8.79 | | | $ | 11.08 | | | $ | 10.82 | | |
Total Return(3) | | | 20.88 | %(7) | | | (17.98 | )% | | | 18.48 | % | | | (5.73 | )%(7) | |
Ratios to Average Net Assets and Supplemental Data: | |
Net Assets, End of Period, (Thousands) | | $ | 9 | | | $ | 7 | | | $ | 9 | | | $ | 7 | | |
Ratio of Expenses Before Expense Limitation | | | 23.46 | %(8) | | | 30.10 | % | | | 23.80 | % | | | 19.12 | %(8) | |
Ratio of Expenses After Expense Limitation | | | 0.83 | %(4)(8) | | | 0.83 | %(4) | | | 0.83 | %(4) | | | 0.84 | %(4)(5)(8) | |
Ratios of Expenses After Expense Limitation Excluding Interest Expenses | | | N/A | | | | 0.83 | %(4) | | | N/A | | | | 0.84 | %(4)(8) | |
Ratio of Net Investment Income | | | 2.01 | %(4)(8) | | | 2.40 | %(4) | | | 2.70 | %(4) | | | 4.23 | %(4)(8) | |
Ratio of Rebate from Morgan Stanley Affiliates | | | N/A | | | | N/A | | | | 0.00 | %(6) | | | 0.00 | %(6)(8) | |
Portfolio Turnover Rate | | | 77 | %(7) | | | 39 | % | | | 21 | % | | | 39 | % | |
(1) Commencement of Offering.
(2) Per share amount is based on average shares outstanding.
(3) Calculated based on the net asset value as of the last business day of the period.
(4) The Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates."
(5) Effective July 1, 2018, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.83% for Class IR shares. Prior to July 1, 2018, the maximum ratio was 0.93% for Class IR shares.
(6) Amount is less than 0.005%.
(7) Not annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
16
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 separate, active, diversified and non-diversified funds (individually referred to as a "Fund," collectively as the "Funds"). The Company applies investment company accounting and reporting guidance.
The accompanying financial statements relate to the U.S. Real Estate Portfolio. The Fund seeks to provide above average current income and long-term capital appreciation by investing primarily in equity securities of companies in the U.S. real estate industry, including real estate investment trusts ("REITs"). The Fund has a capital subscription commitment to an investee company for this same purpose, the details of which are disclosed in the Unfunded Commitments note.
The Fund offers six classes of shares — Class I, Class A, Class L, Class C, Class IS 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.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Company in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. If only bid prices are available then the latest bid price may be used. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a
security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Company's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges. If only bid prices are available then the latest bid price may be used. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor or exchange does not reflect the security's fair value or is unable to provide a price, prices from brokers or dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from brokers or dealers; (4) when market quotations are not readily available, including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under
17
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Company's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Company's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Company's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Company to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
The Fund invests a significant portion of its assets in securities of REITs. The market's perception of prospective declines in private real estate values and other financial assets may result in increased volatility of market prices that can negatively impact the valuation of certain issuers held by the Fund.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards
CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
18
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2021:
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Apartments | | $ | 5,427 | | | $ | — | | | $ | — | | | $ | 5,427 | | |
Data Centers | | | 5,167 | | | | — | | | | — | | | | 5,167 | | |
Diversified | | | 460 | | | | — | | | | — | | | | 460 | | |
Free Standing | | | 1,560 | | | | — | | | | — | | | | 1,560 | | |
Health Care | | | 8,699 | | | | — | | | | — | | | | 8,699 | | |
Industrial | | | 4,096 | | | | — | | | | 547 | | | | 4,643 | | |
Lodging/Resorts | | | 2,003 | | | | — | | | | — | | | | 2,003 | | |
Manufactured Homes | | | 937 | | | | — | | | | — | | | | 937 | | |
Office | | | 3,411 | | | | — | | | | — | | | | 3,411 | | |
Regional Malls | | | 2,161 | | | | — | | | | — | | | | 2,161 | | |
Self Storage | | | 4,811 | | | | — | | | | — | | | | 4,811 | | |
Shopping Centers | | | 4,177 | | | | — | | | | — | | | | 4,177 | | |
Single Family Homes | | | 1,432 | | | | — | | | | — | | | | 1,432 | | |
Specialty | | | 2,312 | | | | — | | | | — | | | | 2,312 | | |
Total Common Stocks | | | 46,653 | | | | — | | | | 547 | | | | 47,200 | | |
Short-Term Investment | |
Investment Company | | | 903 | | | | — | | | | — | | | | 903 | | |
Total Assets | | $ | 47,556 | | | $ | — | | | $ | 547 | | | $ | 48,103 | | |
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:
U.S. Real Estate | | Common Stock (000) | |
Beginning Balance | | $ | 530 | | |
Purchases | | | — | | |
Sales | | | — | | |
Amortization of discount | | | — | | |
Transfers in | | | — | | |
Transfers out | | | — | | |
Corporate actions | | | — | | |
Change in unrealized appreciation (depreciation) | | | 17 | | |
Realized gains (losses) | | | — | | |
Ending Balance | | $ | 547 | | |
Net change in unrealized depreciation from investments still held as of June 30, 2021 | | $ | 17 | | |
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, 2021:
| | Fair Value at June 30, 2021 (000) | | Valuation Technique | | Unobservable Input | |
Common Stock | | $ | 547 | | | Reported Capital balance, adjustments for NAV practical expedient; including adjustments for subsequent Capital Calls, Return of Capital and Significant Market Changes between last Capital Statement and Valuation Date | | Adjusted Capital Balance | |
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
– investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
– investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. federal income tax purposes.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on
19
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency transactions for the period is reflected in the Statement of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Securities Lending: The Fund lends securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund would receive cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.
Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase
agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned — Net" in the Fund's Statement of Operations. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.
The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.
At June 30, 2021, the Fund did not have any outstanding securities on loan.
5. Unfunded Commitments: Subject to the terms of a Subscription Agreement between the Fund and Exeter Industrial Value Fund LP, the Fund has made a subscription commitment of $8,500,000 for which it will receive 8,500,000 shares of common stock. As of June 30, 2021, Exeter Industrial Value Fund LP has drawn down approximately $7,905,000, which represents 93.0% of the commitment.
6. Restricted Securities: The Fund invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Fund may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Fund can sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and the acquirer of the securities. The Fund would, in either case, bear market risks during that period. Restricted securities are identified in the Portfolio of Investments.
7. Indemnifications: The Company enters into contracts that contain a variety of indemnifications. The Company's
20
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
8. Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid quarterly. Net realized capital gains, if any, are distributed at least annually.
9. Security Transactions, Income and Expenses: Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on the sale of investment securities are determined on the specific identified cost method. Dividend income and other distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Interest income is recognized on the accrual basis except where collection is in doubt. Discounts are accreted and premiums are amortized over the life of the respective securities. Most expenses of the Company can be directly attributed to a particular Fund. Expenses which cannot be directly attributed are apportioned among the Funds based upon relative net assets or other appropriate methods. Income, expenses (other than class specific expenses — distribution and shareholder services, transfer agency and sub transfer agency fees) and realized and unrealized gains or losses are allocated to each class of shares based upon their relative net assets.
The Fund owns shares of REITs which report information on the source of their distributions annually in the following calendar year. A portion of distributions received from REITs during the year is estimated to be a return of capital and is recorded as a reduction of their cost.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid
quarterly, at the annual rate based on the daily net assets as follows:
First $500 million | | Next $500 million | | Over $1 billion | |
| 0.70 | % | | | 0.65 | % | | | 0.60 | % | |
For the six months ended June 30, 2021, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.24% of the Fund's average daily net assets.
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 IS 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, 2021, approximately $107,000 of advisory fees were waived and approximately $13,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Company and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Company. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Distribution and Shareholder Services Fees: Morgan Stanley Distribution, Inc. ("MSDI" or the "Distributor"), a wholly-owned subsidiary of the Adviser and an indirect subsidiary of Morgan Stanley, serves as the Company's Distributor of Fund shares pursuant to a Distribution Agreement. The Company has adopted a Shareholder Services Plan with respect to Class A shares pursuant to Rule 12b-1 under the Act. Under the Shareholder Services Plan, the Fund pays the Distributor a shareholder services fee, accrued daily and paid
21
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 shareholder support services to investors who purchase Class A, Class L and Class C shares.
E. Dividend Disbursing and Transfer Agent: The Company's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Company pays DST a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.
F. Custodian Fees: State Street (the "Custodian") also serves as Custodian for the Company in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Company as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2021, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $35,249,000 and $41,643,000, respectively. There were no purchases and sales of long-term
U.S. Government securities for the six months ended June 30, 2021.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2021, 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, 2021 is as follows:
Affiliated Investment Company | | Value December 31, 2020 (000) | | Purchases at Cost (000) | | Proceeds from Sales (000) | | Dividend Income (000) | |
Liquidity Funds | | $ | 1,051 | | | $ | 11,215 | | | $ | 11,363 | | | $ | — | @ | |
Affiliated Investment Company (cont'd) | | Realized Gain (Loss) (000) | | Change in Unrealized Appreciation (Depreciation) (000) | | Value June 30, 2021 (000) | |
Liquidity Funds | | $ | — | | | $ | — | | | $ | 903 | | |
@ 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, 2021, 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.
22
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Notes to Financial Statements (cont'd)
H. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2020 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 2020 and 2019 was as follows:
2020 Distributions Paid From: | | 2019 Distributions Paid From: | |
Ordinary Income (000) | | Paid-in- Capital (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 1,906 | | | $ | 358 | | | $ | 16 | | | $ | 6,211 | | | $ | 21,703 | | |
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, 2020.
At December 31, 2020, the Fund had no distributable earnings on a tax basis.
At December 31, 2020, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $898,000 and $8,502,000, respectively, that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.
I. Credit Facility: The Company and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate on borrowings is based on the federal funds rate or 1 month LIBOR rate plus a spread. Effective April 19, 2021, the interest rate on borrowings is based on the federal funds effective rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility. During the six months ended June 30, 2021, the Fund did not have any borrowings under the Facility.
J. Other: At June 30, 2021, 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 46.3%.
K. Market Risk: Certain impacts to public health conditions particular to the coronavirus ("COVID-19") outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
23
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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, 2020, 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 contractual management fee was higher than but close to its peer group average and actual 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.
24
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (unaudited)
Investment Advisory Agreement Approval (cont'd)
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
As part of the Board's review, the Board received information from management on the impact of the COVID-19 pandemic on the firm generally and the Adviser and the Fund in particular including, among other information, the pandemic's current and expected impact on the Fund's performance and operations.
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
25
Morgan Stanley Institutional Fund, Inc.
Semi-Annual Report — June 30, 2021 (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 3-4, 2021, 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, 2020, through December 31, 2020, as required under the Liquidity Rule, and discussed the impact of the COVID-19 pandemic on liquidity and the LRS's assessment of liquidity risk during the reporting period, including during the distressed market environment caused by the onset of the COVID-19 pandemic. 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, 2021 (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, 2021 (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, 2021 (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, 2021 (unaudited)
Director and Officer Information
Directors
Frank L. Bowman
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Patricia Maleski
W. Allen Reed, Chair of the Board
Officers
John H. Gernon
President and Principal Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Mary E. Mullin
Secretary
Francis J. Smith
Treasurer and Principal Financial Officer
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
522 Fifth Avenue
New York, New York 10036
Dividend Disbursing and Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Reporting to Shareholders
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and the Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual and Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/shareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/im/shareholderreports. This information is also available on the SEC's website at www.sec.gov.
This report is authorized for distribution only when preceded or accompanied by a prospectus or summary prospectus of the applicable fund of Morgan Stanley Institutional Fund, Inc., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im/shareholderreports or call toll free 1 (800) 548-7786.
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
© 2021 Morgan Stanley. Morgan Stanley Distribution, Inc.
IFIUSREASAN
3691512 EXP 08.31.22
Item 2. Code of Ethics.
Not applicable for semiannual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semiannual reports.
Item 4. Principal Accountant Fees and Services
Not applicable for semiannual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable for semiannual reports.
Item 6.
(a) Refer to Item 1.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Applicable only to annual reports filed by closed-end funds.
Item 9. Closed-End Fund Repurchases
Applicable to reports filed by closed-end funds.
Item 10. Submission of Matters to a Vote of Security Holders
There have been no material changes to the procedures by which shareholders may recommend nominee to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.
Item 11. Controls and Procedures
(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.
(b) There were no changes in the registrant's internal control over financial reporting that occurred during the most recent fiscal half-year period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed End Management Investment Companies.
Not Applicable.
Item 13. Exhibits
(a) Code of Ethics – Not applicable for semiannual reports.
(b) A separate certification for each principal executive officer and principal financial officer of the registrant as part of EX-99.CERT.
(c) Section 906 certification.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Morgan Stanley Institutional Fund, Inc.
/s/ John H. Gernon | |
John H. Gernon | |
Principal Executive Officer | |
August 18, 2021 | |
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 18, 2021 | |
| |
/s/ Francis Smith | |
Francis Smith | |
Principal Financial Officer | |
August 18, 2021 | |