Correspondence 0001104659-24-061989 from MORGAN STANLEY INSTITUTIONAL FUND INC (CIK 0000836487)
MORGAN STANLEY INSTITUTIONAL FUND INC (CIK 0000836487)
Date: May 15, 2024 · CIK: 0000836487 · Accession: 0001104659-24-061989
AI Filing Summary & Sentiment
File numbers found in text: 811-05624
Letter
Securities and Exchange Commission 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, filed with the Securities and Exchange Commission on March 1, 2024. The Registrant has considered your comments and has authorized us to make the 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.
Comment 1. It is the Staff’s view that the value of deep out-of-the-money convertible securities should not be included as equity securities for purposes of a policy with regard to the investment of 80% of a fund’s assets in equity securities, consistent with the discussion in the release adopting amendments to Rule 35d-1 (SEC Release No. IC-35000).
Response 1. With respect to deep out-of-the-money convertible securities, the Registrant acknowledges the Staff’s interpretation of the discussion in SEC Release No. IC-35000 for purposes of complying with the amendments to Rule 35d-1 no later than the compliance date for such amendments.
Comment 2. With regard to the Registrant’s correspondence filed on April 24, 2024, the Staff notes that the final sentence of Comment 32 was not part of the Staff’s comment.
Response 2. The Registrant acknowledges the Staff’s comment.
* * *
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
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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 15, 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, filed with the Securities and Exchange Commission on March 1,
2024. The Registrant has considered your comments and has authorized us to make the 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.
Comment 1. It
is the Staff’s view that the value of deep out-of-the-money convertible securities should not be included as equity securities
for purposes of a policy with regard to the investment of 80% of a fund’s assets in equity securities, consistent with the discussion
in the release adopting amendments to Rule 35d-1 (SEC Release No. IC-35000).
Response
1. With respect to deep out-of-the-money convertible securities, the
Registrant acknowledges the Staff’s interpretation of the discussion in SEC Release No. IC-35000 for purposes of complying
with the amendments to Rule 35d-1 no later than the compliance date for such amendments.
Comment 2. With
regard to the Registrant’s correspondence filed on April 24, 2024, the Staff notes that the final sentence of Comment 32 was
not part of the Staff’s comment.
Response
2. The Registrant acknowledges the Staff’s comment.
* * *
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