SecProbe.io

CORRESP
1
filename1.htm

    1095 Avenue of the Americas

    New York, NY 10036-6797

    +1 212 698 3500 Main

    +1 212 698 3599 Fax

    www.dechert.com

    Allison M Fumai

    allison.fumai@dechert.com

    +1 212 698 3526 Direct

    +1 698 698 3599 Fax

May 3, 2024

Securities and Exchange Commission

Judiciary Plaza

100 F Street, NE

Washington, D.C. 20549

Attention: Eileen Smiley

 Re: Morgan Stanley Institutional Fund,
                                            Inc. (the “Registrant”)

(File No. 33-23166;
811-05624)

Dear Ms. Smiley:

Thank you for your additional telephonic comments regarding the Registrant’s registration statement on Form N-1A relating to certain changes
to the Passport Overseas Equity Portfolio and Emerging Markets ex China Portfolio (“Post Effective Amendment 259”), filed
with the Securities and Exchange Commission (the “SEC” or “Commission”) on March 1, 2024. The Registrant has considered
your comments and has authorized us to make responses, changes and acknowledgements discussed below relating to the Registrant’s
registration statement on its behalf. Below, we provide any responses to or any supplemental explanations of such comments, as requested.

Prospectus

 Comment
                          1. With respect to the third sentence of the third paragraph under “Fund Summary—Passport Overseas Equity Portfolio—Principal
Investment Strategies,” which states “the equity securities in which the Fund may invest include common stock, preferred stock,
convertible securities, depositary receipts, rights and warrants[,]” please confirm supplementally to the Staff whether deep out-of-the-money
convertible securities are included as equity securities for purposes of the policy with regard to the investment of 80% of the Fund’s
assets (the “80% Test”). Additionally, please confirm whether convertible securities constitute part of the Fund’s principal
investment strategies.

Response
1.             The Registrant confirms that deep
out-of-the-money convertible securities are included for purposes of the Fund’s 80% Test, although the Fund does not currently
hold these securities in its portfolio. The Registrant confirms that convertible securities constitute part of the Fund’s
principal investment strategies.

 Comment
                          2. The
                                            disclosure describing whether an issuer is considered to be from an emerging markets country included in the section entitled “Details
of the Funds—Passport Overseas Equity Portfolio—Process” indicates “[b]y applying this test, it is possible that
a particular issuer could be deemed to be located in more than one country.”

Please explain supplementally whether the securities issued by an issuer that is deemed to be in the U.S. and another country would be eligible
for inclusion in the portfolio. If so, please add disclosure that even if an issuer is deemed to be from the U.S. but also another country
that securities issued by such issuer could be included in the portfolio.

Response
2.             The Registrant confirms that, for purposes of whether an issuer is located outside the United States, if an issuer satisfies at least one
prong of the test, the Registrant will deem the issuer to be located outside the United States. The Registrant also confirms that securities
issued by an issuer that could be deemed to be from the U.S. and another country are eligible for inclusion in the portfolio. The Registrant
respectfully declines to add disclosure at this time that even if an issuer is deemed to be from the U.S. but also another country that
securities issued by such issuer could be included in the portfolio.

Statement of
Additional Information

 Comment
                          3. Please
                                            supplementally confirm whether the Bitcoin exposure that would be obtained by the Funds through futures would be obtained only via cash-settled
futures traded on the Chicago Mercantile Exchange.

Response
3.             The Registrant respectfully notes that Post-Effective Amendment No. 259 specifically related to two portfolios of the Registrant - Passport
Overseas Equity Portfolio and Emerging Markets ex China Portfolio (each, a “Subject Fund”). The Registrant also respectfully
notes that the Registrant’s Statement of Additional Information included in Post-Effective Amendment No. 259 included disclosure
for all portfolios of the Registrant. As indicated in the “Investment Policies and Strategies” section of the Statement of
Additional Information and in the “Bitcoin Exposure” disclosure, neither Subject Fund currently anticipates obtaining exposure
to Bitcoin via cash-settled futures traded on the Chicago Mercantile Exchange or via other means.

    2

 Comment
                          4. The
                                            section of the Statement of Additional Information entitled “Investment Policies and Strategies” states “[t]he Fund
may have exposure to Bitcoin indirectly through cash settled futures or indirectly through investments in pooled investment vehicles and
exchange-traded products that invest in Bitcoin (“Bitcoin ETFs”), a privately offered investment vehicle that invests in Bitcoin.”
Please consider revising this sentence to delete the reference to “pooled investment vehicles”, since such term encompasses
 “exchange-traded products”. Please confirm whether the Bitcoin ETFs in which a Fund may invest trade on U.S. regulated exchanges
or foreign exchanges.

Response
4.             The Registrant respectfully acknowledges the comment and, with respect to other portfolios of the Registrant that may obtain exposure to Bitcoin,
will consider making the requested revision in connection with a future annual update. Please also refer to the response to Comment 3
above.

 Comment
                          5. The
                                            section of the Statement of Additional Information entitled “Investment Policies and Strategies” states that “the Fund’s
investments in Bitcoin ETFs will not benefit from the protections and restrictions of [the Investment Company Act of 1940] and the regulations
thereunder.” Please consider adding disclosure to reflect that Bitcoin ETFs are registered under the Securities Act of 1933 and
the Securities Exchange Act of 1934 and, therefore, that such ETFs will benefit from the protections and restrictions of those laws.

Response
5.             The Registrant respectfully acknowledges the comment and, with respect to other portfolios of the Registrant that may obtain exposure to Bitcoin,
will consider making the requested revision in connection with a future annual update. Please also refer to the response to Comment 3
above.

*                                 *                                 *

If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at (212)
698-3526 (tel). Thank you.

Best regards,

    /s/ Allison Fumai

    Allison Fumai

    3