Morgan
Stanley Institutional Fund, Inc.
1221 Avenue of the
Americas
New York, NY 10020
June 14, 2005
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Securities
and Exchange Commission Judiciary Plaza 450 Fifth Street,
N.W. Washington, D.C. 20549 |
Attention: |
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Larry Greene, Division of Investment
Management Mail Stop
0505 |
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Re: |
Morgan Stanley
Institutional Fund, Inc. (File No. 033-23166) |
Dear Mr. Greene:
Thank you for your telephonic
comments regarding the preliminary proxy statement on Schedule 14A for
Morgan Stanley Institutional Fund, Inc. (the
"Fund") filed with the Securities and
Exchange Commission on May 27, 2005. Below, we describe the changes
made to the preliminary proxy statement in response to the
Staff's comments and provide any responses to or any supplemental
explanations of such comments, as requested. These changes will be
reflected in the definitive proxy statement on Schedule 14A, which will
be filed via EDGAR on or about June 14, 2005.
The Fund
anticipates mailing copies of the definitive notice of meeting, proxy
statement and form of proxy on or about June 14, 2005.
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GENERAL COMMENT TO SCHEDULE
14A |
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Comment 1. |
Please file a response
letter to these comments via EDGAR, including the
"Tandy" provision. |
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Response 1. This response letter
addressing your comments has been filed via EDGAR correspondence,
including the "Tandy" provision, with the
definitive proxy statement. |
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COMMENTS TO
PROXY STATEMENT |
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Comment 2. |
In the
discussion of Proposal No. 1 on page 2 of the proxy statement, the
description of the Portfolio's current investment objective
appears to be the same as the investment objective as modified
by Proposal No. 1. Please describe the difference. |
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Response 2. If approved by
shareholders, the Portfolio's investment objective will be
revised to delete the reference to investing primarily in equity
securities of companies in the European real estate industry. The
disclosure has been revised to highlight this
distinction. |
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Comment 3. |
In paragraph
3 of the description of Proposal No. 1, please confirm whether the
language referring to North America includes the United States
and Canada. |
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Response 3. North
America refers exclusively to the United States and Canada. The
disclosure has been revised accordingly. |
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Comment
4. |
In paragraph 4 of the description of Proposal No.
1, please revise the disclosure to make clear that risks associated
with investing in emerging markets is in addition to the risks
associated with investing in foreign securities generally. |
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Response 4. The disclosure has been
so revised. |
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Comment 5. |
In the section entitled
"Additional Information-General", please
confirm how proxies marked with an abstention and broker
"non-votes" are regarded when voting on
adjournments. |
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Response
5. If a quorum is not present, or if a quorum is present but
a sufficient number of votes to approve a proposal are not received,
the persons named as proxies may propose an adjournment. In such case,
an adjournment will require the affirmative vote of a majority of the
shares affected by the adjournment that are represented at the meeting.
Proxies marked with an abstention and broker
"non-votes" will be disregarded in connection
with a vote on an adjournment. The disclosure has been revised to
clarify this point. |
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Comment 6. |
If there is an
advance notice requirement for shareholder proposals other than those
made pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as
amended, please so note in the section entitled
"Additional Information-Submission of Shareholder
Proposals". |
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Response
6. There is no advance notice requirement other than pursuant
to Rule 14a-8. |
As you have requested and consistent with SEC
Press Release 2004-89, the Fund hereby acknowledges that:
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the Fund is responsible for the adequacy and
accuracy of the disclosure in the filings; |
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the Staff's comments or changes to
disclosure in response to Staff comments in the filings reviewed by the
Staff do not foreclose the Commission from taking any action with
respect to the filings; and |
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the Fund may not
assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States. |
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) 762-8687 or Sheelyn Michael at (212)
878-4985. Thank you.
Best regards,
/s/ Edward J. Meehan
Edward J.
Meehan
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